Ikarian Capital (TENX) discloses 2.9% beneficial stake in Tenax Therapeutics common stock

Rhea-AI Filing Summary

Ikarian Capital, LLC and Neil Shahrestani report beneficial ownership of Tenax Therapeutics, Inc. common stock on a passive basis. They report beneficial ownership of 1,080,700 shares of common stock, including 373,100 shares that may be acquired within 60 days through options. Based on 37,423,917 shares outstanding as of July 28, 2026, their reported ownership represents 2.9% of Tenax’s common stock. Voting and dispositive power over these shares is reported on a shared basis through a Cayman Islands fund and certain separately managed accounts advised by Ikarian Capital. The reporting persons expressly disclaim being part of a group or being beneficial owners beyond what may be deemed under Section 13(d) or 13(g).

Key Figures

Beneficially owned shares: 1,080,700 shares Ownership percentage: 2.9% Shares outstanding: 37,423,917 shares +3 more

6 metrics

Beneficially owned shares 1,080,700 shares Common stock beneficially owned by the reporting persons

Ownership percentage 2.9% Portion of Tenax common stock based on shares outstanding as of July 28, 2026

Shares outstanding 37,423,917 shares Tenax common stock outstanding as of July 28, 2026

Option-acquirable shares 373,100 shares Shares that may be acquired within 60 days pursuant to options

Shared voting power 1,080,700 shares Shares over which the reporting persons have shared voting power

Shared dispositive power 1,080,700 shares Shares over which the reporting persons have shared dispositive power

Key Terms

beneficial ownership, separately managed accounts, Investment Advisers Act of 1940, Schedule 13(d) or 13(g), +1 more

5 terms

beneficial ownership financial

"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.

separately managed accounts financial

"the Fund, and certain separately managed accounts managed by Ikarian Capital"

A separately managed account is an investment portfolio owned by a single investor but professionally managed to that investor’s specific goals and preferences, rather than pooled with other clients’ money. It matters to investors because it offers greater customization, tax control and transparency—like hiring a personal chef instead of eating from a shared buffet—though it often requires higher minimums and can have different fee and liquidity implications.

Investment Advisers Act of 1940 regulatory

"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.

Schedule 13(d) or 13(g) regulatory

"for the purposes of Section 13(d) or 13(g) of the Act or any other purpose"

joint filing agreement regulatory

"A Joint Filing Agreement is incorporated herein by reference to Exhibit 99.1"

FAQ

What ownership stake in Tenax Therapeutics (TENX) does Ikarian Capital report?

Ikarian Capital and Neil Shahrestani report beneficial ownership of 1,080,700 shares of Tenax Therapeutics common stock, representing 2.9% of the 37,423,917 shares outstanding as of July 28, 2026.

How many Tenax (TENX) shares can Ikarian Capital acquire via options?

The reporting persons state that their beneficial ownership includes 373,100 shares of Tenax common stock that may be acquired within 60 days pursuant to options they hold, in addition to already held shares.

Who actually holds the Tenax Therapeutics (TENX) shares reported by Ikarian Capital?

The shares are held by Ikarian Healthcare Master Fund, L.P. and certain separately managed accounts. Ikarian Capital serves as investment manager or sub-adviser and may be deemed to have beneficial ownership through investment discretion.

What level of voting and dispositive power over Tenax (TENX) shares is reported?

The reporting persons list 0 shares with sole voting or dispositive power and 1,080,700 shares with shared voting and dispositive power, reflecting their role through the fund and managed accounts.

Do Ikarian Capital and Neil Shahrestani claim to be part of a group in Tenax (TENX)?

They state the filing may cause them to be deemed members of a group under Section 13(d) or 13(g), but expressly declare that nothing in the statement should be construed as an admission of group status.

Where are Ikarian Capital and Tenax Therapeutics based?

Tenax Therapeutics’ principal executive offices are at 101 Glen Lennox Drive, Suite 300, Chapel Hill, NC 27517. The reporting persons’ principal business office is 100 Crescent Court, Suite 1620, Dallas, Texas 75201.

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

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Available on EDGAR 08/14/2026 - 09:15 PM Accepted by SEC EDGAR 08/14/2026 - 09:14 PM 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 per share

(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

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 1,080,700.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,080,700.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,080,700.00

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)

2.9 %

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 separately managed accounts. See Item 2 for more information. (2) The figures in Items 6, 8, and 9 include 373,100 shares of Common Stock of the Issuer 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 37,423,917 shares of Common Stock of the Issuer outstanding as of July 28, 2026, as disclosed in the Issuer's quarterly report on Form 10-Q for the quarterly period ended June 30, 2026, filed with the U.S. Securities and Exchange Commission (the "SEC") on July 31, 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 1,080,700.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,080,700.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,080,700.00

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)

2.9 %

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 separately managed accounts. See Item 2 for more information. (2) The figures in Items 6, 8, and 9 include 373,100 shares of Common Stock of the Issuer 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 37,423,917 shares of Common Stock of the Issuer outstanding as of July 28, 2026, as disclosed in the Issuer's quarterly report on Form 10-Q for the quarterly period ended June 30, 2026, filed with the SEC on July 31, 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.: 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: 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.
	Ownership of 5 percent or less of a class
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:	08/14/2026

Neil Shahrestani

Signature:	/s/ Neil Shahrestani
Name/Title:	Neil Shahrestani
Date:	08/14/2026

Exhibit Information

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.