New 5.3% backer emerges in Tenax Therapeutics (NASDAQ: TENX)

Rhea-AI Filing Summary

TENAX THERAPEUTICS, INC. (TENX) is reported to have a new significant shareholder group. Investment entities associated with Sphera Funds Management Ltd., including Sphera Global Healthcare GP Ltd. and Sphera Global Healthcare Management LP, report beneficial ownership of 1,993,496 shares of Tenax common stock, representing 5.33% of the class. The ownership percentage is calculated based on 37,423,917 shares outstanding as of July 28, 2026, as reported by Tenax. The filing states that shares are held through Sphera Global Healthcare Master Fund and Sphera Biotech Master Fund, and the Sphera entities expressly disclaim being part of a group or admitting beneficial ownership beyond what is legally required.

Key Figures

Shares beneficially owned: 1,993,496 shares of Common Stock Percent of class: 5.33% Shares outstanding: 37,423,917 shares of Common Stock +4 more

7 metrics

Shares beneficially owned 1,993,496 shares of Common Stock Beneficial ownership reported collectively by the Sphera reporting persons

Percent of class 5.33% Ownership percentage of Tenax common stock reported by each Sphera reporting person

Shares outstanding 37,423,917 shares of Common Stock Shares outstanding as of July 28, 2026 used to calculate ownership percentages

Shares held by Sphera Global Healthcare Master Fund 174,375 shares of Common Stock (0.47%) Directly held; investment management delegated to Sphera Global Healthcare Management LP

Shares held by Sphera Biotech Master Fund, L.P. 1,819,121 shares of Common Stock (4.86%) Directly held; investment management delegated to Sphera Global Healthcare Management LP

Shared voting power 1,993,496 shares Shares over which each Sphera reporting person has shared voting power

Shared dispositive power 1,993,496 shares Shares over which each Sphera reporting person has shared dispositive power

Key Terms

Schedule 13G, beneficial owner, shared voting power, shared dispositive power, +1 more

5 terms

Schedule 13G regulatory

"may be deemed to constitute a "group" for purposes of Section 13(d)"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

beneficial owner regulatory

"shall not be construed as an admission by any of the reporting persons that it is the beneficial owner"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

shared voting power financial

"Shared Voting Power 1,993,496.00"

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.

shared dispositive power financial

"Shared Dispositive Power 1,993,496.00"

Section 13(d) of the Securities Exchange Act of 1934 regulatory

"may be deemed to constitute a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934"

Section 13(d) of the Securities Exchange Act of 1934 is a U.S. rule that requires anyone who buys more than 5% of a public company’s shares to publicly disclose who they are, how many shares they own, and their intentions toward the company. For investors, this is like a neighborhood alert when someone acquires a large stake in a building: it reveals potential changes in control or strategy that could affect the stock’s price, governance, or future direction.

FAQ

How much of TENX does Sphera Funds Management beneficially own?

Sphera-related entities report beneficial ownership of 1,993,496 shares of Tenax Therapeutics common stock, representing 5.33% of the outstanding shares, based on 37,423,917 shares outstanding as of July 28, 2026.

Which Sphera funds hold TENX shares and in what amounts?

174,375 shares (0.47% of the class) are held by Sphera Global Healthcare Master Fund, and 1,819,121 shares (4.86% of the class) are held by Sphera Biotech Master Fund, L.P. Both funds have delegated investment management authority to Sphera Global Healthcare Management LP.

What is the reported total share count of TENX used in this Schedule 13G?

The ownership percentages are based on 37,423,917 shares of Tenax Therapeutics common stock outstanding as of July 28, 2026, as provided by the issuer in its Quarterly Report on Form 10-Q filed July 31, 2026.

Do the Sphera reporting persons claim group status under Section 13(d) for TENX?

The reporting persons state they and other named entities may be deemed to constitute a group under Section 13(d), but expressly disclaim that a group exists and disclaim beneficial ownership of any securities beyond what is reported.

What voting and dispositive power do the Sphera entities report over TENX shares?

Each Sphera reporting person reports 0 shares with sole voting or dispositive power and 1,993,496 shares with shared voting and shared dispositive power over Tenax common stock.

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

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Available on EDGAR 08/27/2026 - 06:20 AM Accepted by SEC EDGAR 08/27/2026 - 06:20 AM Learn about SEC filing dates

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, par value $0.0001 per share

(Title of Class of Securities)

88032L605

(CUSIP Number)

08/17/2026

(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

Sphera Funds Management 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

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,993,496.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,993,496.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,993,496.00

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)

5.33 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: Percentage reported in Item 11 is based on 37,423,917 shares of Common Stock outstanding as of July 28, 2026 (as provided by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission ("SEC") on July 31, 2026).

SCHEDULE 13G

CUSIP Number(s): 88032L605

1

Names of Reporting Persons

Sphera Global Healthcare GP 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

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,993,496.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,993,496.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,993,496.00

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)

5.33 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: Percentage reported in Item 11 is based on 37,423,917 shares of Common Stock outstanding as of July 28, 2026 (as provided by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on July 31, 2026).

SCHEDULE 13G

CUSIP Number(s): 88032L605

1

Names of Reporting Persons

Sphera Global Healthcare 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

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,993,496.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,993,496.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,993,496.00

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)

5.33 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: Percentage reported in Item 11 is based on 37,423,917 shares of Common Stock outstanding as of July 28, 2026 (as provided by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on July 31, 2026).

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, North Carolina, 27517
Item 2.
(a)	Name of person filing: Sphera Funds Management Ltd. Sphera Global Healthcare GP Ltd. Sphera Global Healthcare Management LP
(b)	Address or principal business office or, if none, residence: Address of the Principal Business Office of each of the reporting persons is: 4 Itzhak Sade, Building A, 29th Floor, Tel Aviv 6777504, Israel
(c)	Citizenship: Each of the reporting person is organized under the laws of the State of Israel
(d)	Title of class of securities: Common Stock, par value $0.0001 per share
(e)	CUSIP Number(s): 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: Incorporated by reference to Item 9 of the cover page of each reporting person. The securities reported herein by Sphera Funds Management Ltd., Sphera Global Healthcare GP Ltd. and Sphera Global Healthcare Management LP are beneficially owned as follows: (1) 174,375 Shares of Common Stock, which represent a total of 0.47% of the total Shares of Common Stock outstanding, are held directly by Sphera Global Healthcare Master Fund, which has delegated its investment management authority to Sphera Global Healthcare Management LP (the "Management Company"). (2) 1,819,121 Shares of Common Stock, which represent a total of 4.86% of the total Shares of Common Stock outstanding, are held directly by Sphera Biotech Master Fund, L.P., which has delegated its investment management authority to the Management Company. The Management Company is managed, controlled and operated by its general partner, Sphera Global Healthcare GP Ltd., the shares of which are owned 90% by Sphera Funds Management Ltd. This Statement shall not be construed as an admission by any of the reporting persons that it is the beneficial owner of any of the securities covered by this statement, and each reporting person disclaims beneficial ownership of any such securities. In addition, the reporting persons and other entities named in this Schedule 13G may be deemed to constitute a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that a group exists for purposes of Section 13(d) of the Securities Exchange Act of 1934 or for any other purpose, and each of the reporting persons and other entities named in this Schedule 13G disclaims the existence of any such group.
(b)	Percent of class: Incorporated by reference to Item 11 of the cover page for each reporting person. Percentage reported in Item 11 for each reporting person is based on 37,423,917 shares of Common Stock outstanding as of July 28, 2026, (as provided by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on July 31, 2026).
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Incorporated by reference to Item 5 of the cover page for each reporting person.
	(ii) Shared power to vote or to direct the vote: Incorporated by reference to Item 6 of the cover page for each reporting person.
	(iii) Sole power to dispose or to direct the disposition of: Incorporated by reference to Item 7 of the cover page for each reporting person.
	(iv) Shared power to dispose or to direct the disposition of: Incorporated by reference to Item 8 of the cover page for each reporting person.
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.

Sphera Funds Management Ltd.

Signature:	/s/ Adi Hanetz
Name/Title:	Adi Hanetz / General Counsel
Date:	08/27/2026

Sphera Global Healthcare GP Ltd.

Signature:	/s/ Adi Hanetz
Name/Title:	Adi Hanetz / General Counsel
Date:	08/27/2026

Sphera Global Healthcare Management LP

Signature:	/s/ Adi Hanetz
Name/Title:	Adi Hanetz / General Counsel
Date:	08/27/2026

Exhibit Information

Exhibit 1: Joint Filing Agreement by and among the reporting persons