[SCHEDULE 13G] Tenax Therapeutics, Inc. SEC Filing

Rhea-AI Filing Summary

BBVA (NYSE: BBVA) has cleared a pivotal regulatory hurdle in its planned acquisition of Banco de Sabadell. The Spanish Council of Ministers, in its session of 24 June 2025, approved the economic concentration arising from BBVA’s voluntary tender offer for 100% of Sabadell’s share capital. This authorization follows the Spanish competition authority’s approval on 30 April 2025 and is granted with an additional, undisclosed condition beyond the commitments BBVA had already presented.

Under Article 26.1(c) of Royal Decree 1066/2007, BBVA could have withdrawn the offer because the clearance is conditional. After reviewing the Council’s resolution, BBVA decided to keep the offer in force, signalling management’s confidence in meeting the new requirement and completing the transaction.

• Form type: 6-K (foreign issuer current report)
• Transaction: Voluntary tender offer for Banco de Sabadell, originally announced 9 May 2024
• Key date: Council approval issued 24 June 2025; BBVA confirmation dated 30 June 2025
• Regulatory status: Spanish merger-control process now concluded

The filing contains no financial figures or earnings updates, focusing solely on the regulatory progress of the proposed acquisition.

Positive

• Regulatory approval from the Spanish Council of Ministers removes a critical hurdle in BBVA’s tender offer for Banco de Sabadell.
• BBVA elects to proceed with the offer despite conditional clearance, signalling confidence in fulfilling requirements and closing the transaction.

Negative

• Authorization is conditional on an undisclosed additional requirement, leaving uncertainty about potential costs or divestitures.
• No financial metrics or synergy estimates were provided, offering limited visibility on value creation for shareholders.

Insights

M&A Specialist

TL;DR: Clearance received; BBVA keeps offer alive—positive for deal momentum.

The Council of Ministers’ approval eliminates the last major Spanish antitrust barrier, bringing the deal into its execution phase. Although the authorization carries an additional condition, BBVA’s decision not to exercise its withdrawal right demonstrates strategic resolve and suggests the condition is manageable. Regulatory certainty typically narrows deal-completion risk premiums, potentially supporting BBVA’s share price in the near term. Investors should monitor subsequent CNMV disclosures for condition details and timetable updates.

Risk Analyst

TL;DR: Conditional approval tempers positives; risk profile unchanged until terms known.

While Spanish merger control is formally closed, the lack of specifics on the extra condition injects residual uncertainty. Possible remedies—asset disposals, branch closures, or behavioural commitments—could dilute expected synergies. Until BBVA discloses these obligations, the transaction’s financial impact remains indeterminate. Thus, the news is modestly positive but not yet transformational for credit or equity risk.

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)

06/26/2025

(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 No. 88032L605

1

Names of Reporting Persons

Integrated Core Strategies (US) 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 233,594.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 233,594.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

233,594.00

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)

5.6 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 88032L605

1

Names of Reporting Persons

Millennium 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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 233,616.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 233,616.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

233,616.00

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)

5.6 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 88032L605

1

Names of Reporting Persons

Millennium Group 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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 233,616.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 233,616.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

233,616.00

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)

5.6 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 88032L605

1

Names of Reporting Persons

Israel A. Englander

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 233,616.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 233,616.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

233,616.00

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)

5.6 %

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, North Carolina 27517
Item 2.
(a)	Name of person filing: Integrated Core Strategies (US) LLC Millennium Management LLC Millennium Group Management LLC Israel A. Englander
(b)	Address or principal business office or, if none, residence: Integrated Core Strategies (US) LLC c/o Millennium Management LLC 399 Park Avenue New York, New York 10022 Millennium Management LLC 399 Park Avenue New York, New York 10022 Millennium Group Management LLC 399 Park Avenue New York, New York 10022 Israel A. Englander c/o Millennium Management LLC 399 Park Avenue New York, New York 10022
(c)	Citizenship: Integrated Core Strategies (US) LLC - Delaware Millennium Management LLC - Delaware Millennium Group Management LLC - Delaware Israel A. Englander - United States
(d)	Title of class of securities: Common Stock, par value $0.0001 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: See response to Item 9 on each cover page.
(b)	Percent of class: See response to Item 11 on each cover page.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See response to Item 5 on each cover page.
	(ii) Shared power to vote or to direct the vote: See response to Item 6 on each cover page.
	(iii) Sole power to dispose or to direct the disposition of: See response to Item 7 on each cover page.
	(iv) Shared power to dispose or to direct the disposition of: See response to Item 8 on each cover page. The securities disclosed herein as potentially beneficially owned by Millennium Management LLC, Millennium Group Management LLC and Mr. Englander are held by entities subject to voting control and investment discretion by Millennium Management LLC and/or other investment managers that may be controlled by Millennium Group Management LLC (the managing member of Millennium Management LLC) and Mr. Englander (the sole voting trustee of the managing member of Millennium Group Management LLC). The foregoing should not be construed in and of itself as an admission by Millennium Management LLC, Millennium Group Management LLC or Mr. Englander as to beneficial ownership of the securities held by such entities.
Item 5.	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.
	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group. See Exhibit I
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.

Integrated Core Strategies (US) LLC

Signature:	/s/ Gil Raviv
Name/Title:	Gil Raviv, Global General Counsel
Date:	06/27/2025

Millennium Management LLC

Signature:	/s/ Gil Raviv
Name/Title:	Gil Raviv, Global General Counsel
Date:	06/27/2025

Millennium Group Management LLC

Signature:	/s/ Gil Raviv
Name/Title:	Gil Raviv, Global General Counsel
Date:	06/27/2025

Israel A. Englander

Signature:	/s/ Israel A. Englander
Name/Title:	Israel A. Englander
Date:	06/27/2025

Comments accompanying signature: ** INTEGRATED CORE STRATEGIES (US) LLC By: Integrated Holding Group LP, its Managing Member By: Millennium Management LLC, its General Partner

Exhibit Information

Exhibit I: Joint Filing Agreement, dated as of June 27, 2025, by and among Integrated Core Strategies (US) LLC, Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander.

FAQ

What did BBVA announce in the June 30 2025 6-K filing?

BBVA reported that Spain’s Council of Ministers approved its tender offer for Banco de Sabadell, subject to an additional condition, and that BBVA will proceed with the offer.

Does the Council of Ministers’ approval finalize the BBVA-Sabadell merger?

It concludes Spanish merger-control review, but the authorization carries a condition that BBVA must satisfy before closing.

Can BBVA withdraw its tender offer after the conditional approval?

Yes, Article 26.1(c) of Royal Decree 1066/2007 allows withdrawal, but BBVA has chosen not to exercise this right.

Were any financial results or synergy estimates disclosed in the filing?

No. The 6-K focuses solely on regulatory developments and contains no financial metrics.

Where can investors read the full Council of Ministers’ resolution?

The resolution is available (in Spanish) at the link included in BBVA’s filing: https://portal.mineco.gob.es/RecursosArticulo/mineco/economia/gum/articulos/240625%20ACM%20Concentración%20BBVA%20SABADELL.pdf