Tenax Therapeutics ownership update: a group of related Venrock entities and two individuals report aggregate beneficial ownership equal to 9.99% of Tenax Therapeutics common stock as of March 31, 2026, reflecting a contractual "Beneficial Ownership Blocker." The group reports shared beneficial ownership of 1,955,105 shares, and the filing cites 17,197,613 shares outstanding as of March 6, 2026 as the base for the percentage calculation. The filing lists component holdings, including 1,382,092 shares held by Venrock Healthcare Capital Partners EG, L.P., and describes warrants and pre-funded warrants subject to the blocker that limit further exercises above the stated ownership cap.
Positive
None.
Negative
None.
Insights
9.99% cap arises from a contractual exercise blocker on warrants.
The filing states the Warrants include a "Beneficial Ownership Blocker" that prevents exercise to the extent exercises would increase ownership above 9.99%. The filing ties the 9.99% figure to March 31, 2026 and to an outstanding-share base of $N/A (17,197,613 shares reported as outstanding on March 6, 2026).
Legal significance: the blocker is a contractual constraint that limits conversion-driven dilution from these Warrants. Subsequent investor disclosures or exercises must respect that clause and the 1,955,105-share cap described in the filing.
Reporting group holds mixed instruments totaling the 9.99% beneficial cap.
The group reports combined positions of common shares, Pre-Funded Warrants and Common Warrants, with sample holdings including 1,382,092 shares for VHCP EG and blocked exercise capacity of 1,955,105 shares. The filing also references 2,093,168 shares issued upon warrant exercises after March 6, 2026 and 279,843 shares issuable upon exercise.
Operational note: the group's future dilution or voting influence depends on whether blocked warrants become exercisable under different conditions; cash‑flow treatment and timing for any exercises are not specified in the provided excerpt.
Key Figures
Beneficial ownership percentage:9.99%Ownership cap (shares):1,955,105 sharesShares outstanding used:17,197,613 shares+4 more
7 metrics
Beneficial ownership percentage9.99%as of March 31, 2026
Ownership cap (shares)1,955,105 sharesmaximum beneficial ownership allowed under the Warrants' blocker
Shares outstanding used17,197,613 sharesshares outstanding as of March 6, 2026 (base for percentage)
Post‑March 6, 2026 issued shares2,093,168 sharesCommon Stock issued upon exercise of Warrants after March 6, 2026
Shares issuable on Warrants279,843 sharesshares issuable upon exercise of the Warrants
VHCP EG common shares1,382,092 sharesheld by Venrock Healthcare Capital Partners EG, L.P.
VHCP III common shares266,534 sharesheld by Venrock Healthcare Capital Partners III, L.P.
Key Terms
Beneficial Ownership Blocker, Pre-Funded Warrants, Common Warrants, Schedule 13G/A
4 terms
Beneficial Ownership Blockerregulatory
"The Warrants contain a provision (the "Beneficial Ownership Blocker")"
A beneficial ownership blocker is a legal or structural device that prevents a shareholder from being treated as the ultimate owner of enough shares to trigger control, reporting, or voting thresholds. Think of it like a speed bump that stops an investor from reaching a stake size that would force corporate disclosure or change control rights. Investors care because it affects who controls the company, how shares vote, regulatory filings, takeover risk and therefore potential value or liquidity of their holdings.
Pre-Funded Warrantsfinancial
"pre-funded warrants (the "Pre-Funded Warrants") exercisable for up to"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Common Warrantsfinancial
"common warrants (the "Common Warrants" and together with the Pre-Funded Warrants, the "Warrants")"
A common warrant is a tradable instrument that gives its holder the right to buy a company’s common shares at a fixed price within a set time period, similar to a coupon that can be redeemed later to purchase stock. Investors care because exercising warrants can boost potential gains if the stock rises, but it can also dilute existing shareholders by increasing the number of shares outstanding, which can lower per-share value.
Schedule 13G/Aregulatory
"The names of the persons filing this report (collectively, the "Reporting Persons") are"
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.
What stake does the VHCP group report in Tenax Therapeutics (TENX)?
They report aggregate beneficial ownership equal to 9.99% of common stock as of March 31, 2026. The percentage is tied to a 17,197,613 share base reported as of March 6, 2026.
What is the "Beneficial Ownership Blocker" described in the filing?
It is a contractual provision in the Warrants that prevents exercise to the extent such exercise would result in ownership above 9.99%. The filing states the blocker currently limits exercises above 1,955,105 shares.
Which VHCP entity holds the largest disclosed position?
Venrock Healthcare Capital Partners EG, L.P. holds 1,382,092 shares of common stock as reported in the filing, plus warrants and pre-funded warrants exercisable for additional shares.
Do the reporting persons hold only common stock?
No. The group holds common stock, Pre-Funded Warrants exercisable for additional shares, and Common Warrants, with certain exercises limited by the Beneficial Ownership Blocker.
What outstanding-share figure does the filing use to calculate 9.99%?
The filing uses 17,197,613 shares outstanding as of March 6, 2026 in its percentage calculation, plus specified post‑March 6, 2026 exercises and issuable warrant shares.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
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
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
1,955,105.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,955,105.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,955,105.00
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 Number(s):
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
1,955,105.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,955,105.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,955,105.00
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 Number(s):
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
1,955,105.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,955,105.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,955,105.00
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 Number(s):
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
1,955,105.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,955,105.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,955,105.00
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 Number(s):
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
1,955,105.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,955,105.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,955,105.00
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 Number(s):
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
1,955,105.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,955,105.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,955,105.00
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 Number(s):
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
1,955,105.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,955,105.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,955,105.00
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 March 31, 2026 and is incorporated by reference.
The Reporting Persons' ownership of the Issuer's securities consists of (i) 266,534 shares of common stock, pre-funded warrants (the "Pre-Funded Warrants") exercisable for up to 164,164 shares of common stock and common warrants (the "Common Warrants" and together with the Pre-Funded Warrants, the "Warrants") exercisable for up to 86,402 shares of common stock held by VHCP III, (ii) 26,636 shares of common stock, Pre-Funded Warrants exercisable for up to 16,406 shares of common stock and Common Warrants exercisable for up to 8,634 shares of common stock held by VHCP Co-Investment III, and (iii) 1,382,092 shares of common stock, Pre-Funded Warrants exercisable for up to 851,256 shares of common stock and Common Warrants exercisable for up to 448,030 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 1,955,105 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 March 31, 2026. Such percentage is based upon the sum of (i) 17,197,613 shares of the Issuer's common stock outstanding as of March 6, 2026, as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on March 10, 2026, (ii) 2,093,168 shares of Common Stock issued upon the exercise of Warrants by the Reporting Persons after March 6, 2026, and (iii) 279,843 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 March 31, 2026 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 March 31, 2026 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 March 31, 2026 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 March 31, 2026 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:
05/15/2026
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:
05/15/2026
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:
05/15/2026
VHCP Management III, LLC
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Authorized Signatory
Date:
05/15/2026
VHCP Management EG, LLC
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Authorized Signatory
Date:
05/15/2026
Nimish Shah
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Attorney-in-fact
Date:
05/15/2026
Bong Y. Koh
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Attorney-in-fact
Date:
05/15/2026
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)
