T. Rowe Price Associates, Inc. amended its Schedule 13G to report beneficial ownership of 2,841,114 shares of Tenax Therapeutics common stock, representing 11.0% of the class. The filing states Price Associates has sole voting and dispositive power over those shares and that T. Rowe Price Health Sciences Fund holds 2,381,762 shares (9.2%). The filer affirms this report reflects holdings managed as investment adviser and denies being the beneficial owner in a personal capacity.
Positive
None.
Negative
None.
Insights
Large passive holding disclosed by a major asset manager.
Price Associates reports 2,841,114 shares (11.0%) of Tenax Therapeutics, a stake large enough to trigger public disclosure under beneficial-ownership rules. The filing cites sole voting and dispositive power, which indicates portfolio control rather than direct personal ownership.
Price Associates also identifies the T. Rowe Price Health Sciences Fund with 2,381,762 shares (9.2%). Subsequent filings or amendments could clarify whether holdings are aggregated across related accounts; the filing includes standard adviser disclaimers.
Adviser role and client ownership are emphasized.
The filing explicitly states that ultimate power to receive dividends and sale proceeds resides with investment advisory clients, and that Price Associates may be revoked authority. This phrasing is typical for registered investment advisers reporting aggregated positions under Rule 13.
Watch for any Schedule 13D amendments or Form 4s that would show active engagement or changes in voting intent; absent those, the disclosure reads as passive institutional ownership.
Key Figures
Beneficial ownership:2,841,114 sharesPercent of class:11.0%Health Sciences Fund holding:2,381,762 shares+4 more
7 metrics
Beneficial ownership2,841,114 sharesreported beneficially owned by T. Rowe Price Associates
Percent of class11.0%percentage of Tenax Therapeutics common stock reported
Health Sciences Fund holding2,381,762 sharesheld by T. Rowe Price Health Sciences Fund (9.2%)
Sole voting power2,841,114 sharessole power to vote as reported in Item 4
Sole dispositive power2,841,114 sharessole power to dispose as reported in Item 4
Health Sciences Fund percent9.2%percentage held by T. Rowe Price Health Sciences Fund
Signature date05/07/2026date of signature by Ellen York, Vice President
Key Terms
Schedule 13G/A, beneficial ownership, sole dispositive power, investment adviser disclaimer
4 terms
Schedule 13G/Aregulatory
"amendment to Schedule 13G reporting beneficial ownership"
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 ownershipfinancial
"Amount beneficially owned: 2841114 (b) Percent of class: 11.0 %"
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.
sole dispositive powerregulatory
"Sole power to dispose or to direct the disposition of: 2841114"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
investment adviser disclaimerregulatory
"filing of shall not be construed as an admission that Price Associates is the beneficial owner"
T. Rowe Price reports beneficial ownership of 2,841,114 shares, equal to 11.0% of Tenax Therapeutics common stock. This percentage and share count are stated directly in the filing's ownership section.
How much does T. Rowe Price Health Sciences Fund hold in TENX?
T. Rowe Price Health Sciences Fund holds 2,381,762 shares, representing 9.2% of the class. The filing identifies this fund as one account managed by Price Associates that holds the reported securities.
Does the filing say Price Associates is the beneficial owner?
No. The filing includes a formal statement denying Price Associates is the beneficial owner and explains it acts as an investment adviser with discretionary authority over client accounts. Beneficial ownership is attributed to the adviser’s clients.
What voting and disposition powers are reported?
The filing reports sole voting power of 2,841,114 shares and sole dispositive power of 2,841,114 shares. Shared voting and dispositive powers are reported as zero.
When was the amendment signed?
The amendment is signed by Ellen York, Vice President, with a signature date of 05/07/2026. The cover also shows a date associated with the reported holdings of 04/30/2026.
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
(Title of Class of Securities)
88032L605
(CUSIP Number)
04/30/2026
(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
T. Rowe Price Associates, Inc.
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
MARYLAND
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
2,841,114.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
2,841,114.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,841,114.00
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)
11.0 %
12
Type of Reporting Person (See Instructions)
IA
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:
T. Rowe Price Associates, Inc.
(b)
Address or principal business office or, if none, residence:
1307 Point Street, Baltimore, MD 21231
(c)
Citizenship:
Maryland
(d)
Title of class of securities:
COMMON STOCK
(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:
2841114
(b)
Percent of class:
11.0 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
2841114
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
2841114
(iv) Shared power to dispose or to direct the disposition of:
0
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.
Ownership of More than Five Percent on Behalf of Another Person (1) Price Associates does not serve as custodian of the assets of any of its clients; accordingly, in each instance only the client or the client's custodian or trustee bank has the right to receive dividends paid with respect to, and proceeds from the sale of, such securities. The ultimate power to direct the receipt of dividends paid with respect to, and the proceeds from the sale of, such securities, is vested in the individual and institutional clients which Price Associates serves as investment adviser. Any and all discretionary authority which has been delegated to Price Associates may be revoked in whole or in part at any time. Except as may be indicated if this is a joint filing with one of the registered investment companies sponsored by Price Associates which it also serves as investment adviser ("T. Rowe Price Funds"), not more than 5% of the class of such securities is owned by any one client subject to the investment advice of Price Associates. (2) [T. ROWE PRICE HEALTH SCIENCES FUND ]: T. ROWE PRICE HEALTH SCIENCES FUND, of which T. Rowe Price Associates, Inc. is the investment adviser, holds the securities reported herein in their investment portfolio managed by T. Rowe Price Associates, Inc. and such funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities that they hold. T. ROWE PRICE HEALTH SCIENCES FUND has an interest in 2,381,762 of the class reported herein representing 9.2% of the class.
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. T. Rowe Price Associates, Inc. hereby declares and affirms that the filing of Schedule 13G shall not be construed as an admission that Price Associates is the beneficial owner of the securities referred to, which beneficial ownership is expressly denied.
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.
