[SCHEDULE 13G/A] TENAX THERAPEUTICS, INC. Amended Passive Investment Disclosure
TENAX THERAPEUTICS, INC. Amended Passive Investment Disclosure
Tenax Therapeutics, Inc. reporting persons Ikarian Capital, LLC and Neil Shahrestani state beneficial ownership of 1,145,100 shares of Common Stock, representing 6.7% of the class.
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Tenax Therapeutics, Inc. reporting persons Ikarian Capital, LLC and Neil Shahrestani state beneficial ownership of 1,145,100 shares of Common Stock, representing 6.7% of the class. The filing notes 127,500 shares may be acquired within 60 days pursuant to options and cites 17,197,613 shares outstanding as of March 6, 2026 from the company's Form 10-K.
The statement is a joint Schedule 13G/A describing indirect beneficial ownership through Ikarian-managed funds and accounts, with shared voting and dispositive power reported. The filing includes standard disclaimers about group status and beneficial‑ownership attribution.
Key Figures
Beneficially owned shares:1,145,100 sharesPercent of class:6.7%Shares outstanding (basis):17,197,613 shares+2 more
5 metrics
Beneficially owned shares1,145,100 sharesreported beneficial ownership by Ikarian Capital and Neil Shahrestani
Percent of class6.7%based on 17,197,613 shares outstanding as of March 6, 2026
Shares outstanding (basis)17,197,613 sharesoutstanding as of March 6, 2026 per Form 10-K
Options exercisable within 60 days127,500 sharesincluded in reported holdings as exercisable options
Filing date / signature date04/07/2026signature date on the Schedule 13G/A amendment
"This statement is filed jointly by and on behalf of each of Ikarian Capital"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
beneficial ownershipregulatory
"may be deemed to have beneficial ownership of the securities covered by this statement"
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.
shared dispositive powerfinancial
"Shared Dispositive Power 1,145,100.00"
Investment Advisers Act of 1940regulatory
"Ikarian Capital is an investment adviser registered under the Investment Advisers Act of 1940"
A U.S. federal law that sets rules for people and firms who give investment advice, requiring them to register with regulators, be honest about conflicts, keep records, and follow basic standards of care. It matters to investors because those rules act like licensing and consumer protections — similar to having safety standards for a mechanic — helping ensure advisers act in clients’ financial interests and reducing the risk of fraud or misuse of funds.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake does Ikarian Capital report in TENX?
Ikarian Capital and related reporting persons report 1,145,100 shares, equal to 6.7% of Tenax Therapeutics' common stock based on 17,197,613 shares outstanding as of March 6, 2026. The position includes options exercisable within 60 days.
Does the Schedule 13G/A show direct control of TENX votes?
No. The filing reports shared voting power and shared dispositive power of 1,145,100 shares rather than sole power, indicating authority is held jointly or via managed accounts and the Fund.
Are any additional shares exercisable by the reporting persons?
Yes. The document states 127,500 shares may be acquired within 60 days pursuant to options held by the reporting persons, which are included in the reported beneficial ownership totals.
What is the reporting basis for the percent ownership?
The 6.7% figure is calculated using 17,197,613 shares outstanding as of March 6, 2026, as disclosed in Tenax Therapeutics' Form 10-K for the fiscal year ended December 31, 2025.
Who filed the statement for TENX and why is it joint?
The statement is jointly filed by Ikarian Capital, LLC and Neil Shahrestani. Ikarian acts as investment adviser to the Fund and managed accounts; Mr. Shahrestani controls Ikarian and may be deemed to indirectly beneficially own the securities.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Tenax Therapeutics, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
88032L605
(CUSIP Number)
03/31/2026
(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
Ikarian Capital, 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
1,145,100.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,145,100.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,145,100.00
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)
6.7 %
12
Type of Reporting Person (See Instructions)
IA
Comment for Type of Reporting Person:
(1) The figures in Items 6, 8, and 9 represent common stock, $0.0001 par value per share ("Common Stock") of Tenax Therapeutics, Inc. (the "Issuer") held by Ikarian Healthcare Master Fund, L.P., a Cayman Islands exempted limited partnership (the "Fund"), and certain separate managed accounts. See Item 2 for more information.
(2) The figures in Items 6, 8, and 9 include 127,500 shares of Common Stock that may be acquired by the Reporting Persons within 60 days pursuant to options held by the Reporting Persons.
(3) The figure in Item 11 is based upon 17,197,613 shares of Common Stock outstanding as of March 6, 2026, as disclosed in the Issuer's annual report on Form 10-K for the fiscal year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (the "SEC") on March 10, 2026.
SCHEDULE 13G
CUSIP Number(s):
88032L605
1
Names of Reporting Persons
Neil Shahrestani
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
1,145,100.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,145,100.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,145,100.00
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)
6.7 %
12
Type of Reporting Person (See Instructions)
IN, HC
Comment for Type of Reporting Person:
(1) The figures in Items 6, 8, and 9 represent Common Stock of the Issuer held by the Fund and certain separate managed accounts. See Item 2 for more information.
(2) The figures in Items 6, 8, and 9 include 127,500 shares of Common Stock that may be acquired by the Reporting Persons within 60 days pursuant to options held by the Reporting Persons.
(3) The figure in Item 11 is based upon 17,197,613 shares of Common Stock outstanding as of March 6, 2026, as disclosed in the Issuer's annual report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 10, 2026.
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 jointly by and on behalf of each of Ikarian Capital, LLC, a Delaware limited liability company ("Ikarian Capital"), and Neil Shahrestani (together referred herein as the "Reporting Persons"). The Fund, and certain separately managed accounts managed by Ikarian Capital (collectively, the "Managed Accounts"), are the record owners of the securities covered by this statement. Ikarian Capital is an investment adviser registered under the Investment Advisers Act of 1940, as amended, and serves as investment manager to the Fund and as sub-adviser to the Managed Accounts, and may be deemed to have beneficial ownership of the securities covered by this statement through the investment discretion it has over the Fund and the Managed Accounts. Ikarian Capital is ultimately controlled, indirectly, by Mr. Shahrestani. Accordingly, Mr. Shahrestani may be deemed to indirectly beneficially own securities beneficially owned by Ikarian Capital. The Fund disclaims beneficial ownership of the shares held by the Managed Accounts. The Managed Accounts disclaim beneficial ownership of the shares held by the Fund.
Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.
Each Reporting Person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purpose of Section 13(d) or 13(g) of the Act. Each of the Reporting Persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purpose of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any group with respect to the issuer or any securities of the issuer.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is c/o Ikarian Capital, LLC, 100 Crescent Court, Suite 1620, Dallas, Texas 75201.
(c)
Citizenship:
See Item 4 on the cover page(s) hereto
(d)
Title of class of securities:
Common Stock, $0.0001 par value per share
(e)
CUSIP No.:
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:
See Item 9 on the cover pages(s) hereto.
(b)
Percent of class:
See Item 11 on the cover page(s) hereto.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Item 5 on the cover page(s) hereto.
(ii) Shared power to vote or to direct the vote:
See Item 6 on the cover page(s) hereto.
(iii) Sole power to dispose or to direct the disposition of:
See Item 7 on the cover page(s) hereto.
(iv) Shared power to dispose or to direct the disposition of:
See Item 8 on the cover page(s) hereto.
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.
The information set forth in Item 2(a) is incorporated by reference herein.
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.
Ikarian Capital, LLC
Signature:
/s/ Neil Shahrestani
Name/Title:
Neil Shahrestani, Sole Manager
Date:
04/07/2026
Neil Shahrestani
Signature:
/s/ Neil Shahrestani
Name/Title:
Neil Shahrestani
Date:
04/07/2026
Comments accompanying signature: A Joint Filing Agreement is incorporated herein by reference to Exhibit 99.1 to the Schedule 13G filed on October 7, 2025 by the Reporting Persons with the SEC.
