Venrock group (TENX) discloses 1.57M-share warrant-based stake in Tenax

Rhea-AI Filing Summary

Tenax Therapeutics, Inc. is reported to be beneficially owned by a group of Venrock Healthcare Capital entities and individuals Nimish Shah and Bong Koh, who together hold rights to acquire 1,574,892 shares of common stock as of June 30, 2026. This represents 4.7% of Tenax’s common stock, calculated against 31,949,785 shares outstanding plus the shares issuable from the warrants. The position is held entirely through pre-funded warrants and common warrants across several Venrock-related funds and management entities, with all voting and dispositive powers reported on a shared basis and no sole voting or dispositive power. The group indicates ownership of 5 percent or less of the class.

Key Figures

Beneficial ownership stake: 1,574,892 shares Percent of class: 4.7% Shares outstanding baseline: 31,949,785 shares +3 more

6 metrics

Beneficial ownership stake 1,574,892 shares Total Tenax common shares beneficially owned by the reporting persons via warrants as of June 30, 2026

Percent of class 4.7% Percentage of Tenax common stock beneficially owned by the Venrock group

Shares outstanding baseline 31,949,785 shares Tenax common stock outstanding as of June 30, 2026 used to calculate ownership percentage

VHCP III warrants 250,566 shares Pre-Funded Warrants (164,164) and Common Warrants (86,402) held by VHCP III

VHCP Co-Investment III warrants 25,040 shares Pre-Funded Warrants (16,406) and Common Warrants (8,634) held by VHCP Co-Investment III

VHCP EG warrants 1,299,286 shares Pre-Funded Warrants (851,256) and Common Warrants (448,030) held by VHCP EG

Key Terms

Pre-Funded Warrants, Common Warrants, beneficially owned, shared voting power, +1 more

5 terms

Pre-Funded Warrants financial

"The Reporting Persons' ownership consists of pre-funded warrants exercisable for shares of common stock"

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 Warrants financial

"and common warrants exercisable for shares of common stock held by VHCP entities"

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.

beneficially owned financial

"sets forth the aggregate number of shares of common stock of the Issuer beneficially owned"

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.

shared voting power financial

"Shared Voting Power 1,574,892.00 and Shared Dispositive Power 1,574,892.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

dispositive power financial

"shared power to dispose or to direct the disposition of securities of the Issuer"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

FAQ

What percentage of Tenax Therapeutics (TENX) does the Venrock group report owning?

The Venrock-related reporting persons collectively beneficially own 4.7% of Tenax Therapeutics’ common stock. This percentage is based on 31,949,785 shares outstanding plus 1,574,892 shares issuable upon exercise of their warrants as of June 30, 2026.

How many Tenax Therapeutics (TENX) shares are beneficially owned by the Venrock group?

The reporting persons beneficially own rights to acquire 1,574,892 shares of Tenax Therapeutics common stock. These are held entirely through pre-funded warrants and Common Warrants across multiple Venrock Healthcare Capital funds and affiliated entities.

What types of securities linked to Tenax Therapeutics (TENX) does Venrock hold?

The Venrock group’s Tenax exposure is through Pre-Funded Warrants and Common Warrants exercisable for 1,574,892 shares total. These include separate blocks of warrants held by VHCP III, VHCP Co-Investment III, and VHCP EG, each with specified share amounts.

How is the Venrock Tenax (TENX) ownership split among the funds?

VHCP III holds warrants for up to 250,566 shares, VHCP Co-Investment III for up to 25,040 shares, and VHCP EG for up to 1,299,286 shares. Together these positions total 1,574,892 Tenax shares on an as-exercised basis.

Do the Venrock reporting persons have sole or shared voting power over Tenax (TENX) securities?

All reporting persons disclose 0 shares with sole voting or dispositive power and 1,574,892 shares with shared voting and dispositive power. Voting and disposition authority is shared through the Venrock management entities and their voting members.

Why does the Tenax (TENX) Venrock group filing reference ownership of 5 percent or less?

Item 5 states ownership of 5 percent or less of Tenax’s common stock. The reported stake is 4.7%, indicating the group’s beneficial ownership has fallen below the 5% threshold while remaining a significant institutional position.

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

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Available on EDGAR 08/14/2026 - 04:55 PM Accepted by SEC EDGAR 08/14/2026 - 04:54 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. 6)

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

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 1,574,892.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,574,892.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,574,892.00

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)

4.7 %

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 1,574,892.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,574,892.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,574,892.00

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)

4.7 %

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 1,574,892.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,574,892.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,574,892.00

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)

4.7 %

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 1,574,892.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,574,892.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,574,892.00

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)

4.7 %

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 1,574,892.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,574,892.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,574,892.00

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)

4.7 %

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 1,574,892.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,574,892.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,574,892.00

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)

4.7 %

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 1,574,892.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,574,892.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,574,892.00

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)

4.7 %

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 June 30, 2026 and is incorporated by reference. The Reporting Persons' ownership of the Issuer's securities consists of (i) 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) 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) 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. 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: Row 11 of each Reporting Person's cover page to this Schedule 13G/A sets forth the percentages of the shares of common stock of the Issuer beneficially owned by such Reporting Person as of June 30, 2026 and is incorporated by reference. The percentage set forth in each row 11 is based upon upon the sum of (i) 31,949,785 shares of the Issuer's common stock outstanding as of June 30, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on July 31, 2026, and (ii) 1,574,892 shares of common stock issuable upon the exercise of the Warrants.
(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 June 30, 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 June 30, 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 June 30, 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 June 30, 2026 and is incorporated by reference.
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.
	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:	08/14/2026

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:	08/14/2026

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:	08/14/2026

VHCP Management III, LLC

Signature:	/s/ Sherman G. Souther
Name/Title:	By Sherman G. Souther, Authorized Signatory
Date:	08/14/2026

VHCP Management EG, LLC

Signature:	/s/ Sherman G. Souther
Name/Title:	By Sherman G. Souther, Authorized Signatory
Date:	08/14/2026

Nimish Shah

Signature:	/s/ Sherman G. Souther
Name/Title:	By Sherman G. Souther, Attorney-in-fact
Date:	08/14/2026

Bong Y. Koh

Signature:	/s/ Sherman G. Souther
Name/Title:	By Sherman G. Souther, Attorney-in-fact
Date:	08/14/2026

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)