SCHEDULE 13G/A: S.H.N. Financial Investments Ltd. Amends Stake in Tenax Therapeutics, Disclosing 4.99% Beneficial Ownership
Beneficial Ownership Disclosure
S.H.N. Financial Investments Ltd. has filed an amendment to its Schedule 13G, disclosing a 4.99% beneficial ownership stake in Tenax Therapeutics, Inc. as of December 31, 2024, primarily through warrants.
Summary
- S.H.N. Financial Investments Ltd. has filed an Amendment No. 1 to its Schedule 13G regarding its beneficial ownership in Tenax Therapeutics, Inc.
- As of December 31, 2024, S.H.N. Financial Investments Ltd. beneficially owns 179,050 shares, primarily in the form of Warrants to purchase Common Stock.
- This ownership represents 4.99% of Tenax Therapeutics, Inc.'s common stock class.
- The percentage is calculated based on 3,408,906 Common Stock outstanding as of October 31, 2024, as reported in Tenax Therapeutics' Form 10-Q filed on November 13, 2024.
- This amendment updates a previous Schedule 13G filed on February 20, 2024, which covered 107,000 shares and underlying warrants purchased on February 8, 2024.
- The 179,050 warrants are subject to a 4.99% beneficial ownership limitation, and an additional 174,950 warrants are also subject to the same limitation and are not included in the reported beneficial ownership.
- Nir Shamir, CEO of S.H.N. Financial Investments Ltd., disclaims beneficial ownership of these securities for all other purposes, despite potentially being deemed to beneficially own them.
- The securities were not acquired or held for the purpose of changing or influencing the control of Tenax Therapeutics, Inc.
Sentiment
Score: 5
Explanation: A Schedule 13G filing is a factual disclosure of beneficial ownership and typically carries a neutral sentiment. It indicates an investor's position but does not inherently convey positive or negative news about the company's performance or prospects.
Positives
- A significant institutional investor, S.H.N. Financial Investments Ltd., maintains a substantial stake in Tenax Therapeutics, Inc., indicating continued interest.
- The beneficial ownership is capped at 4.99%, which avoids triggering more extensive reporting requirements (e.g., Schedule 13D) that might suggest an intent to influence control.
Negatives
- The document indicates that 174,950 Warrants to purchase Common Stock are held but not included in the reported beneficial ownership due to the 4.99% limitation, which might suggest a larger potential stake that is not fully transparently reported as beneficially owned under the current filing rules.
Risks
- The beneficial ownership limitation of 4.99% on the warrants could restrict the investor's ability to fully exercise or convert their holdings if it would push them over the threshold, potentially impacting their investment strategy or the company's capital structure if a large number of warrants were to be exercised simultaneously.
Future Outlook
NA
Management Comments
- Nir Shamir is the Chief Executive Officer of SHN. As such, SHN and Mr. Shamir may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the securities described herein. To the extent Mr. Shamir is deemed to beneficially own such securities, Mr. Shamir disclaims beneficial ownership of these securities for all other purposes.
- 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.
Industry Context
This filing is a standard disclosure of beneficial ownership by an institutional investor in a publicly traded company within the biotechnology or pharmaceutical sector (given Tenax Therapeutics' typical industry). It reflects an investor's position rather than specific industry trends.
Comparison to Industry Standards
- NA
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| NA | NA | NA | NA | NA |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| NA | NA | NA | NA |
Legal Proceedings
- NA
Related Party Transactions
- NA
Stakeholder Impact
- Shareholders: Provides transparency regarding a significant institutional investor's stake, which can influence market perception and liquidity.
- Regulatory Authorities: Fulfills SEC disclosure requirements for beneficial ownership, ensuring market transparency.
Next Steps
- NA
Key Dates
| Date | Description |
|---|---|
| 2024-02-08 | Date of purchase of 107,000 shares and underlying warrants covered in the initial Schedule 13G filing. |
| 2024-02-20 | Date of initial Schedule 13G filing with the SEC. |
| 2024-09-30 | End of the quarter for which Tenax Therapeutics' Form 10-Q was filed. |
| 2024-10-31 | Date as of which 3,408,906 Common Stock were outstanding, used for percentage calculation. |
| 2024-11-13 | Date Tenax Therapeutics, Inc. filed its Quarterly Report on Form 10-Q with the SEC. |
| 2024-12-31 | Date of event which requires filing of this statement (beneficial ownership snapshot date). |
| 2025-03-18 | Date of signing and filing of this Amendment No. 1 to Schedule 13G. |
Recommendation
holdKeywords
Tenax Therapeutics, S.H.N. Financial Investments, Schedule 13G, Beneficial Ownership, Common Stock, Warrants, SEC Filing, Investment, Shareholding, Institutional Investor
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