SCHEDULE: Tenax Therapeutics: RTW Investments Boosts Stake to 9.9%

RTW Investments and Roderick Wong disclose a 9.9% beneficial ownership stake in Tenax Therapeutics, Inc., as detailed in an amended Schedule 13G filing.

Summary

• RTW Investments, LP and Roderick Wong, M.D. (collectively, "Reporting Persons") have filed an Amendment No. 1 to Schedule 13G regarding their beneficial ownership in Tenax Therapeutics, Inc.
• The Reporting Persons beneficially own 650,968 shares of Tenax Therapeutics' Common Stock.
• This ownership represents 9.9% of the outstanding class of securities.
• The percentage is calculated based on 6,243,575 shares outstanding as of November 11, 2025, plus the assumed exercise of 272,622 warrants held by the Reporting Persons.
• The warrants contain a blocker provision preventing exercise if it would result in beneficial ownership exceeding 9.99% of the outstanding shares.
• The shares were acquired and are held in the ordinary course of business, not for the purpose of changing or influencing control, except for activities related to nominations under Rule 14a-11.
• RTW Master Fund Ltd., an RTW Fund, holds more than 5% of the Shares.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive signal, as a significant institutional investor is maintaining a substantial stake, suggesting continued belief in the company's prospects, albeit in a passive capacity.

Positives

• A significant institutional investor, RTW Investments, maintains a substantial 9.9% stake, indicating continued confidence in Tenax Therapeutics.
• The investment is stated to be in the ordinary course of business, suggesting a long-term, passive investment strategy rather than an activist one.

Future Outlook

NA

Management Comments

• 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

StockSavvy.ai notes that a 9.9% stake by an investment firm like RTW Investments, which specializes in life sciences, is a significant vote of confidence in a biotech company like Tenax Therapeutics. Such a position often signals that the investor sees long-term value in the company's pipeline or strategic direction, aligning with broader trends of institutional interest in innovative pharmaceutical and biotechnology firms.

Comparison to Industry Standards

• StockSavvy.ai observes that a 9.9% passive stake is a common strategy for institutional investors to maintain significant influence without triggering the more stringent reporting requirements and potential activist implications of a 10% or greater ownership threshold (which would typically require a Schedule 13D filing). This is a standard practice among funds like RTW Investments, which often take substantial positions in emerging biotech companies.

Related Party Transactions

• RTW Master Fund Ltd., an RTW Fund, has the right to receive or the power to direct the receipt of dividends or the proceeds from the sale of more than 5% of the Shares. This entity is a related party to RTW Investments, LP.

Stakeholder Impact

• Shareholders: The continued significant stake by RTW Investments may be viewed positively by other shareholders as a sign of institutional confidence.
• Management: The passive nature of the investment (13G vs. 13D) suggests RTW Investments is not currently seeking to influence management or control, which could provide stability.

Key Dates

Recommendation

The filing indicates a significant, but passive, institutional stake in Tenax Therapeutics. While the continued investment by RTW Investments is a positive signal, a Schedule 13G does not provide new operational or financial data to warrant a "buy" or "sell" recommendation. It primarily confirms an existing, substantial position, suggesting a "hold" for investors who may already be invested or considering the stock based on other fundamental analysis.

Keywords

Tenax Therapeutics, RTW Investments, Roderick Wong, Schedule 13G, beneficial ownership, common stock, institutional investment, biotech, pharmaceutical, equity stake