SCHEDULE 13G: RTW Investments and Dr. Roderick Wong Disclose 9.99% Passive Stake in Tenax Therapeutics

RTW Investments, LP and its Managing Partner, Dr. Roderick Wong, have disclosed a 9.99% passive beneficial ownership stake in Tenax Therapeutics, Inc., totaling 418,440 shares.

Summary

• RTW Investments, LP and Roderick Wong, M.D. (collectively, the "Reporting Persons") have filed a Schedule 13G, disclosing their beneficial ownership in Tenax Therapeutics, Inc.
• The Reporting Persons collectively own 418,440 shares of Tenax Therapeutics' Common Stock, representing 9.99% of the class.
• This ownership includes 40,094 shares that would be acquired upon the exercise of warrants, limited by a beneficial ownership cap of 9.99%.
• The percentage of class is calculated based on 4,148,495 shares outstanding as of April 8, 2025, as reported by Tenax Therapeutics in its Form S-3 filing.
• Both RTW Investments and Dr. Wong hold shared voting power and shared dispositive power over all 418,440 shares.
• The filing certifies that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing the control of the issuer.

Sentiment

Score: 7

Explanation: The disclosure of a significant passive stake by a reputable institutional investor like RTW Investments is generally viewed positively, indicating confidence in the company's long-term prospects, even without explicit financial performance details.

Positives

• A significant institutional investor, RTW Investments, LP, and its Managing Partner, Dr. Roderick Wong, have taken a substantial 9.99% stake in Tenax Therapeutics, which can be viewed as a vote of confidence in the company.
• The investment is explicitly stated to be for passive purposes, indicating a long-term holding strategy rather than an intent to influence control, which can provide stability.

Risks

• The filing itself does not detail specific risks related to Tenax Therapeutics' operations or financial health, as it is a disclosure of ownership rather than a comprehensive company report.

Future Outlook

This Schedule 13G filing is a disclosure of current beneficial ownership and does not contain forward-looking statements or guidance regarding Tenax Therapeutics' future performance or strategic outlook.

Management Comments

• "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."

Industry Context

The filing indicates a significant passive investment by a specialized healthcare investment firm, RTW Investments, in Tenax Therapeutics, a common occurrence in the biotechnology and pharmaceutical sectors where institutional investors often take substantial positions in promising companies.

Stakeholder Impact

• Shareholders: The disclosure of a significant institutional stake may instill confidence among existing shareholders and attract new investors, potentially leading to increased trading interest and share price stability.
• Company Management: The presence of a large, passive institutional investor can provide a degree of stability and validation for the company's strategic direction, as the investor is not seeking to influence control.

Key Dates

Keywords

Tenax Therapeutics, RTW Investments, Roderick Wong, Schedule 13G, Beneficial Ownership, Common Stock, Investment, Passive Stake, SEC Filing