Tenax Therapeutics, Inc. reporting persons led by Logos Global Management disclose beneficial ownership of 615,000 shares of Common Stock, representing 9.9% of the class. The percentage is calculated using 6,243,575 shares outstanding as of November 11, 2025. The filing states shared voting and dispositive power over the 615,000 shares and is signed by Arsani William on March 6, 2026. The report notes the shares are held by Logos-related entities and Global Fund holds the shares for the benefit of its investors.
Positive
None.
Negative
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Insights
Logos Global reports a near-10% stake with shared control.
Logos Global and affiliated entities report ownership of 615,000 shares, equal to 9.9% of common stock based on 6,243,575 shares outstanding as of November 11, 2025. The filing attributes shared voting and dispositive power to the reporting persons rather than sole control.
Signatures indicate joint filing and disclaimers that the holders are not a group; future disclosures or transactions by these holders could affect ownership disclosure but timing is not provided in the excerpt.
Position size is material but below single-party control.
A 9.9% stake is large enough to be reportable and may attract attention from shareholders, yet the filing repeatedly states shared powers and disclaimers of group status. The Global Fund holds the shares for its investors and is identified as the beneficial holder for dividend or sale proceeds.
Any change in voting/dispositive arrangements or additional purchases would require updated filings; no such transactions or timing are stated here.
What stake does Logos Global hold in Tenax Therapeutics (TENX)?
Logos Global and affiliated entities report ownership of 615,000 shares, which equals 9.9% of the class based on 6,243,575 shares outstanding as of November 11, 2025. The position is disclosed on a Schedule 13G.
Who signed the Schedule 13G for TENX on behalf of Logos Global?
The Schedule 13G is signed by Arsani William in multiple capacities, including Managing Partner and Managing Member, with signature dates of March 6, 2026. The filing lists Logos-related entities as reporting persons.
Does the filing indicate sole voting or dispositive power over TENX shares?
No. The filing states 0 shares of sole voting power and sole dispositive power, and reports 615,000 shares of shared voting and shared dispositive power for each reporting person.
Is the 9.9% stake held for third parties or fund investors?
Yes. The filing states that Logos Global Master Fund holds the Common Stock for the benefit of its investors and has the right to receive dividends or proceeds from sale on behalf of those investors.
Did the reporting persons claim to form a group in the TENX filing?
No. The reporting persons state they are filing jointly but expressly disclaim membership in a group and disclaim beneficial ownership except to the extent of pecuniary interest.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Tenax Therapeutics, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
02/27/2026
(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)
SCHEDULE 13G
CUSIP Number(s):
1
Names of Reporting Persons
Logos Global Management LP
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
615,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
615,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
615,000.00
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)
IA, PN
Comment for Type of Reporting Person: Percentage calculated based on 6,243,575 shares of Common Stock outstanding on November 11, 2025, as reported in the Form 10-Q filed by the Issuer for the quarter ended September 30, 2025.
SCHEDULE 13G
CUSIP Number(s):
1
Names of Reporting Persons
Logos Global Management GP 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
615,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
615,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
615,000.00
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)
HC, OO
Comment for Type of Reporting Person: Percentage calculated based on 6,243,575 shares of Common Stock outstanding on November 11, 2025, as reported in the Form 10-Q filed by the Issuer for the quarter ended September 30, 2025.
SCHEDULE 13G
CUSIP Number(s):
1
Names of Reporting Persons
Logos Global Master Fund LP
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
615,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
615,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
615,000.00
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
Comment for Type of Reporting Person: Percentage calculated based on 6,243,575 shares of Common Stock outstanding on November 11, 2025, as reported in the Form 10-Q filed by the Issuer for the quarter ended September 30, 2025.
SCHEDULE 13G
CUSIP Number(s):
1
Names of Reporting Persons
Logos GP 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
615,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
615,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
615,000.00
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)
HC, OO
Comment for Type of Reporting Person: Percentage calculated based on 6,243,575 shares of Common Stock outstanding on November 11, 2025, as reported in the Form 10-Q filed by the Issuer for the quarter ended September 30, 2025.
SCHEDULE 13G
CUSIP Number(s):
1
Names of Reporting Persons
Arsani William
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
615,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
615,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
615,000.00
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)
HC, IN
Comment for Type of Reporting Person: Percentage calculated based on 6,243,575 shares of Common Stock outstanding on November 11, 2025, as reported in the Form 10-Q filed by the Issuer for the quarter ended September 30, 2025.
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:
Logos Global Management LP ("Logos Global")
Logos Global Management GP LLC ("Logos Global GP")
Logos Global Master Fund LP ("Global Fund")
Logos GP LLC ("Logos GP")
Arsani William
Logos Global is the investment adviser to investment funds, including Global Fund. Logos Global GP is the general partner of Logos Global. Logos GP is the general partner of Global Fund. Dr. William is a control person of Logos Global, Logos Global GP and Logos GP.
The reporting persons are filing this statement jointly but not as members of a group, and they expressly disclaim membership in a group. Each reporting person disclaims beneficial ownership of Common Stock except to the extent of that person's pecuniary interest therein. In addition, the filing of this Schedule 13G on behalf of the Global Fund should not be construed as an admission that it is, and it disclaims that it is, a beneficial owner, as defined in Rule 13d-3 under the Act, of any Common Stock covered by this Schedule 13G.
(b)
Address or principal business office or, if none, residence:
One Letterman Drive, Building C, Suite C3-350, San Francisco, California 94129
(c)
Citizenship:
See Item 4 of the cover sheet for each reporting person.
(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:
Logos Global: 615,000
Logos Global GP: 615,000
Global Fund: 615,000
Logos GP: 615,000
Arsani William: 615,000
(b)
Percent of class:
Logos Global: 9.9%
Logos Global GP: 9.9%
Global Fund: 9.9%
Logos GP: 9.9%
Arsani William: 9.9%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Logos Global: 0
Logos Global GP: 0
Global Fund: 0
Logos GP: 0
Arsani William: 0
(ii) Shared power to vote or to direct the vote:
Logos Global: 615,000
Logos Global GP: 615,000
Global Fund: 615,000
Logos GP: 615,000
Arsani William: 615,000
(iii) Sole power to dispose or to direct the disposition of:
Logos Global: 0
Logos Global GP: 0
Global Fund: 0
Logos GP: 0
Arsani William: 0
(iv) Shared power to dispose or to direct the disposition of:
Logos Global: 615,000
Logos Global GP: 615,000
Global Fund: 615,000
Logos GP: 615,000
Arsani William: 615,000
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.
Global Fund holds the Common Stock for the benefit of its investors and has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock.
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.
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.
Logos Global Management LP
Signature:
/s/ Arsani William
Name/Title:
Managing Partner
Date:
03/06/2026
Logos Global Management GP LLC
Signature:
/s/ Arsani William
Name/Title:
Managing Member
Date:
03/06/2026
Logos Global Master Fund LP
Signature:
/s/ Arsani William
Name/Title:
Managing Member of Logos GP LLC, General Partner of Logos Global Master Fund LP
Date:
03/06/2026
Logos GP LLC
Signature:
/s/ Arsani William
Name/Title:
Managing Member
Date:
03/06/2026
Arsani William
Signature:
/s/ Arsani William
Name/Title:
Reporting person
Date:
03/06/2026
Exhibit Information
EXHIBIT 99.1 - AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D OR 13G
