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TENAX THERAPEUTICS, INC. (TENX) has a significant shareholder group reported on a Schedule 13G. ADAR1 Capital Management, LLC and its sole manager, Daniel Schneeberger, report beneficial ownership of 5,257,389 shares of common stock, representing 14.0% of Tenax’s common stock outstanding as of July 28, 2026.
The shares are held through private investment funds and separately managed accounts advised by ADAR1, with shared voting and dispositive power and no sole power. ADAR1-related funds and accounts also hold pre-funded warrants for 59,073 shares and warrants for 31,096 shares, which are excluded from the reported ownership due to a 4.99% beneficial ownership limitation on each warrant.
Key Figures
Shares beneficially owned:5,257,389 sharesBeneficial ownership percentage:14.0%Shares outstanding:37,423,917 shares+3 more
6 metrics
Shares beneficially owned5,257,389 sharesCommon stock of Tenax Therapeutics, Inc. reported by ADAR1 and Daniel Schneeberger
Beneficial ownership percentage14.0%Percentage of Tenax common stock class reported as beneficially owned
Shares outstanding37,423,917 sharesCommon stock outstanding as of July 28, 2026, used to calculate ownership percentage
Pre-funded warrants59,073 sharesShares of common stock issuable upon exercise of pre-funded warrants held by ADAR1-related funds and accounts
Additional warrants31,096 sharesShares of common stock issuable upon exercise of warrants held by ADAR1-related funds and accounts
Beneficial ownership limitation4.99%Ownership cap applicable to each warrant and pre-funded warrant for Tenax common stock
"Such securities may be deemed to be indirectly beneficially owned by ADAR1."
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.
pre-funded warrantsfinancial
"hold pre-funded warrants exercisable for 59,073 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.
beneficial ownership limitationfinancial
"each such warrant and pre-funded warrant is subject to a 4.99% beneficial ownership limitation."
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
separately managed accountsfinancial
"and separately managed accounts of ADAR1."
A separately managed account is an investment portfolio owned by a single investor but professionally managed to that investor’s specific goals and preferences, rather than pooled with other clients’ money. It matters to investors because it offers greater customization, tax control and transparency—like hiring a personal chef instead of eating from a shared buffet—though it often requires higher minimums and can have different fee and liquidity implications.
control personregulatory
"Mr. Schneeberger is filing this as a control person in respect of shares"
A control person is an individual or entity that can significantly influence a company’s decisions and direction through ownership, voting power, or contractual rights—think of them as the captain who can steer the ship. Investors care because a control person’s choices affect corporate strategy, board appointments, and transactions that can raise or lower a stock’s value, and they often carry additional legal responsibilities and disclosure requirements to protect other shareholders.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What percentage of TENX common stock do ADAR1 Capital Management and Daniel Schneeberger report owning?
They report beneficial ownership of 14.0% of Tenax Therapeutics, Inc. common stock, based on 37,423,917 shares outstanding as of July 28, 2026, as stated in the company’s Quarterly Report for the period ended June 30, 2026.
How many TENX shares are beneficially owned by ADAR1 Capital Management and Daniel Schneeberger?
They report beneficial ownership of 5,257,389 shares of Tenax Therapeutics, Inc. common stock. These shares are held by private investment funds and separately managed accounts advised by ADAR1 Capital Management, LLC.
Do the reporting persons hold additional TENX securities through warrants?
Yes. Certain ADAR1-managed funds and accounts hold pre-funded warrants exercisable for 59,073 shares of common stock and warrants exercisable for 31,096 shares of common stock, separate from the 5,257,389 shares reported as beneficially owned.
Why are the TENX warrant shares excluded from the reported beneficial ownership?
The shares issuable upon exercise of the pre-funded warrants and warrants are excluded because each warrant is subject to a 4.99% beneficial ownership limitation, which restricts exercise to avoid exceeding that ownership level.
Who are the reporting persons in this TENX Schedule 13G and what are their roles?
The reporting persons are ADAR1 Capital Management, LLC, a Texas limited liability company acting as investment adviser, and Daniel Schneeberger, a citizen of Switzerland who is the sole manager of ADAR1 and is filing as a control person of shares beneficially owned by ADAR1.
What voting and dispositive powers over TENX shares do the reporting persons have?
They report 0 shares with sole voting or dispositive power and 5,257,389 shares with shared voting and shared dispositive power, reflecting that the shares are held by private funds and separately managed accounts advised by ADAR1.
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, $0.0001 par value per share
(Title of Class of Securities)
88032L605
(CUSIP Number)
08/31/2026
(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
ADAR1 Capital Management, 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
TEXAS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,257,389.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,257,389.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,257,389.00
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)
14.0 %
12
Type of Reporting Person (See Instructions)
IA, OO
Comment for Type of Reporting Person: The amounts reported in boxes 6, 8, and 9 represent 5,257,389 shares of common stock, $0.0001 par value per share ("Common Stock"), of Tenax Therapeutics, Inc. (the "Issuer") owned directly by private investment funds managed by ADAR1 Capital Management, LLC ("ADAR1") and separately managed accounts of ADAR1. Such securities may be deemed to be indirectly beneficially owned by ADAR1. In addition to the shares reported above, certain private investment funds managed by ADAR1 and separately managed accounts of ADAR1 hold pre-funded warrants exercisable for 59,073 shares of Common Stock and warrants exercisable for 31,096 shares of Common Stock. The shares of Common Stock issuable upon exercise of these warrants and pre-funded warrants are excluded from the amounts reported in boxes 6, 8, 9 and 11 because each such warrant and pre-funded warrant is subject to a 4.99% beneficial ownership limitation.
The percentage in box 11 is based on 37,423,917 shares of Common Stock outstanding as of July 28, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, filed with the Securities and Exchange Commission on July 31, 2026.
SCHEDULE 13G
CUSIP Number(s):
88032L605
1
Names of Reporting Persons
Daniel Schneeberger
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
SWITZERLAND
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,257,389.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,257,389.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,257,389.00
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)
14.0 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: The amounts reported in boxes 6, 8, and 9 represent 5,257,389 shares of common stock, $0.0001 par value per share ("Common Stock"), of Tenax Therapeutics, Inc. (the "Issuer") owned directly by private investment funds managed by ADAR1 Capital Management, LLC ("ADAR1") and separately managed accounts of ADAR1. Such securities may be deemed to be indirectly beneficially owned by Daniel Schneeberger, the sole manager of ADAR1. In addition to the shares reported above, certain private investment funds managed by ADAR1 and separately managed accounts of ADAR1 hold pre-funded warrants exercisable for 59,073 shares of Common Stock and warrants exercisable for 31,096 shares of Common Stock. The shares of Common Stock issuable upon exercise of these warrants and pre-funded warrants are excluded from the amounts reported in boxes 6, 8, 9 and 11 because each such warrant and pre-funded warrant is subject to a 4.99% beneficial ownership limitation.
The percentage in box 11 is based on 37,423,917 shares of Common Stock outstanding as of July 28, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, filed with the Securities and Exchange Commission 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, NC, 27517
Item 2.
(a)
Name of person filing:
This Schedule is being filed on behalf of each of the following persons (each, a "Reporting Person" and collectively, the "Reporting Persons"):
(i) ADAR1 Capital Management, LLC ("ADAR1 Capital Management"); and
(ii) Daniel Schneeberger ("Mr. Schneeberger").
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is 3503 Wild Cherry Drive, Building 9, Austin, Texas 78738.
(c)
Citizenship:
(i) ADAR1 Capital Management is a Texas limited liability company; and
(ii) Mr. Schneeberger is a citizen of Switzerland.
(d)
Title of class of securities:
Common Stock, $0.0001 par value 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:
The information contained on the cover pages of this Schedule 13G is incorporated herein by reference.
(b)
Percent of class:
The information contained on the cover pages of this Schedule 13G is incorporated herein by reference.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information contained on the cover pages of this Schedule 13G is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information contained on the cover pages of this Schedule 13G is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information contained on the cover pages of this Schedule 13G is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information contained on the cover pages of this Schedule 13G is incorporated herein by reference.
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.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Mr. Schneeberger is filing this Schedule 13G as a control person in respect of shares beneficially owned by ADAR1 Capital Management, an investment adviser as described in SS 240.13d-1(b)(1)(ii)(E).
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.
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.
