Perceptive Advisors, Joseph Edelman and Perceptive Life Sciences Master Fund report beneficial ownership of 1,447,782 shares of Tenax Therapeutics common stock. The holdings represent 5.5% of the class based on 26,525,159 shares outstanding as of May 8, 2026, per the issuer's Form 10-Q filed May 12, 2026.
The Master Fund directly holds the shares; Perceptive Advisors serves as the Master Fund's investment manager and Mr. Edelman is the managing member of Perceptive Advisors, each of whom may be deemed to beneficially own the same block. Shared voting and dispositive power are reported for the full block.
Positive
None.
Negative
None.
Insights
Perceptive and affiliated entities report a meaningful passive stake of 5.5%.
The filing lists 1,447,782 shares held directly by Perceptive Life Sciences Master Fund, with Perceptive Advisors as manager and Joseph Edelman as managing member; all three reporting persons report identical shared voting and disposition figures. The ownership percentage is calculated from 26,525,159 shares outstanding as of May 8, 2026.
Shareholder influence will depend on whether the position is passive or active; the filing is a disclosure of beneficial ownership and does not state any intent to change governance or seek board representation.
The position size is large enough to be noticed but below typical activist thresholds.
A 5.5% stake is material for monitoring because it can create supply or coordination effects, but the report does not describe transactions, plans, or voting agreements. The filing reports shared voting and dispositive power but gives no cash‑flow or transaction detail.
Market impact will depend on future filings or statements; subsequent disclosures would reveal any changes in intent or additional transactions.
Key Figures
Beneficial ownership:1,447,782 sharesPercent of class:5.5%Shares outstanding:26,525,159 shares
3 metrics
Beneficial ownership1,447,782 sharesDirectly held by Perceptive Life Sciences Master Fund
Percent of class5.5%Calculated from shares outstanding as of <date>May 8, 2026</date>
Shares outstanding26,525,159 sharesAs of <date>May 8, 2026</date> per the Issuer's <date>Form 10-Q</date>
Key Terms
Schedule 13G/A, Beneficially owned, Shared dispositive power
3 terms
Schedule 13G/Aregulatory
"The names of the persons filing this report (collectively, the "Reporting Persons")"
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.
Beneficially ownedfinancial
"Amount beneficially owned: The information required by this item"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Perceptive Advisors and affiliates report beneficial ownership of 1,447,782 shares of TENX. This equals 5.5% of the class based on 26,525,159 shares outstanding as of May 8, 2026, per the company's Form 10-Q.
Who legally holds the TENX shares reported by Perceptive?
The shares are directly held by Perceptive Life Sciences Master Fund, Ltd.. Perceptive Advisors is the fund's investment manager and Joseph Edelman is the managing member, each reported as potentially beneficial owners.
Does the filing say Perceptive will sell or buy more TENX shares?
No. The Schedule 13G/A discloses current beneficial ownership of 1,447,782 shares and shared voting/dispositive power; it does not state any plan to purchase or sell additional shares or change intent.
How was the 5.5% ownership percentage calculated?
The percentage uses 26,525,159 shares outstanding as of May 8, 2026, cited from Tenax's Form 10-Q filed May 12, 2026, and the reported beneficial holding of 1,447,782 shares.
Does the filing indicate sole voting or disposal power over TENX shares?
No. Each reporting person discloses 0 shares of sole voting or sole dispositive power and reports 1,447,782 shares of shared voting and shared dispositive power.
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
Perceptive Advisors 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
1,447,782.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,447,782.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,447,782.00
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)
5.5 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP Number(s):
88032L605
1
Names of Reporting Persons
Joseph Edelman
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
1,447,782.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,447,782.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,447,782.00
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)
5.5 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP Number(s):
88032L605
1
Names of Reporting Persons
Perceptive Life Sciences Master Fund, Ltd.
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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,447,782.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,447,782.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,447,782.00
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)
5.5 %
12
Type of Reporting Person (See Instructions)
CO
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") with respect to shares of Common Stock, $0.0001 par value per share (the "Common Stock") of Tenax Therapeutics, Inc. (the "Issuer") are:
Perceptive Advisors LLC ("Perceptive Advisors")
Joseph Edelman ("Mr. Edelman")
Perceptive Life Sciences Master Fund, Ltd. (the "Master Fund")
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is:
51 Astor Place, 10th Floor
New York, NY 10003
(c)
Citizenship:
Perceptive Advisors is a Delaware limited liability company
Mr. Edelman is a United States citizen
The Master Fund is a Cayman Islands corporation
(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:
The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Schedule 13G. The ownership percentages reported are based on 26,525,159 outstanding shares of Common Stock as of May 8, 2026, as reported in the the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 12, 2026.
The Master Fund directly holds 1,447,782 shares of Common Stock. Perceptive Advisors serves as the investment manager to the Master Fund and may be deemed to beneficially own the securities directly held by the Master Fund. Mr. Edelman is the managing member of Perceptive Advisors and may be deemed to beneficially own the securities directly held by the Master Fund.
(b)
Percent of class:
Perceptive Advisors: 5.5%
Mr. Edelman: 5.5%
Master Fund: 5.5%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Perceptive Advisors: 0
Mr. Edelman: 0
Master Fund: 0
(ii) Shared power to vote or to direct the vote:
Perceptive Advisors: 1,447,782
Mr. Edelman: 1,447,782
Master Fund: 1,447,782
(iii) Sole power to dispose or to direct the disposition of:
Perceptive Advisors: 0
Mr. Edelman: 0
Master Fund: 0
(iv) Shared power to dispose or to direct the disposition of:
Perceptive Advisors: 1,447,782
Mr. Edelman: 1,447,782
Master Fund: 1,447,782
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.
