SCHEDULE: Venrock Funds Maintain 9.9% Stake in Tenax Therapeutics

Venrock Healthcare Capital Partners and affiliates disclose continued beneficial ownership of 9.9% of Tenax Therapeutics, Inc. common stock.

Summary

• Venrock Healthcare Capital Partners and its affiliated entities (VHCP III, VHCP Co-Investment III, VHCP EG, VHCP Management III, VHCP Management EG) along with individuals Nimish Shah and Bong Y. Koh, collectively hold a beneficial ownership of 449,492 shares of Tenax Therapeutics, Inc. common stock.
• This represents 9.9% of the company's outstanding common stock, rounded down from 9.99% due to EDGAR filing system limitations.
• The ownership calculation is based on 4,148,495 shares of common stock outstanding as of May 9, 2025, and includes 350,928 shares issuable upon the exercise of warrants.
• The beneficial ownership is comprised of direct common stock holdings, pre-funded warrants, and common warrants.
• A "Beneficial Ownership Blocker" provision in the warrants prevents the reporting persons from exercising warrants if it would result in their collective ownership exceeding 9.99% of the outstanding common stock.
• The filing certifies that the securities were not acquired and are not held for the purpose of changing or influencing the control of Tenax Therapeutics.

Sentiment

Score: 5

Explanation: The filing is a neutral, compliance-driven disclosure of beneficial ownership. It neither indicates significant positive developments nor negative issues for the company, but rather confirms an existing institutional stake.

Positives

• Continued significant institutional investment by Venrock Healthcare Capital Partners, indicating ongoing confidence in Tenax Therapeutics.
• The presence of a "Beneficial Ownership Blocker" in the warrants demonstrates a structured approach to maintaining compliance with ownership thresholds, avoiding triggering more stringent reporting requirements (e.g., Schedule 13D).

Negatives

• No new capital infusion or increased stake is indicated by this amendment; it primarily confirms an existing ownership structure.

Risks

• The "Beneficial Ownership Blocker" limits the extent to which Venrock can increase its stake through warrant exercise, potentially capping their influence or ability to provide further capital via warrant conversion if needed.
• The value of the warrant holdings is subject to the future performance of Tenax Therapeutics' common stock.

Future Outlook

The filing is a compliance disclosure and does not contain forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

This Schedule 13G filing indicates a significant, yet passive, institutional stake in Tenax Therapeutics, a company likely operating in the biotechnology or pharmaceutical sector given its name. Such filings are common for long-term investors who hold a substantial but non-controlling interest, providing transparency on major shareholders without implying active management involvement or strategic shifts. The presence of warrants suggests a prior capital raise, a common financing mechanism for early-stage or growth-oriented biotech firms.

Comparison to Industry Standards

• As a Schedule 13G filing, this document primarily serves as a disclosure of beneficial ownership and does not present financial results or operational performance for direct comparison to industry benchmarks.
• The 9.9% stake held by Venrock Healthcare Capital Partners is a notable institutional position, typical for venture capital or private equity firms investing in public companies, particularly in the life sciences sector where significant capital is often required for R&D and clinical trials.
• The beneficial ownership blocker is a standard mechanism used by investors to avoid triggering more stringent reporting requirements or control-related provisions.

Stakeholder Impact

• Shareholders: Provides transparency regarding a significant institutional investor's stake, potentially offering a degree of stability or validation. The beneficial ownership blocker ensures the investor remains passive below the 10% threshold.
• Company Management: Awareness of a large, passive institutional holder, which can influence market perception but does not imply direct operational involvement.

Next Steps

• The filing does not outline any specific future actions, events, or milestones for Tenax Therapeutics or the reporting persons beyond ongoing compliance with SEC regulations.

Key Dates

Keywords

Tenax Therapeutics, TXTP, Venrock Healthcare Capital Partners, SEC filing, Schedule 13G, beneficial ownership, common stock, warrants, pre-funded warrants, institutional investment, biotech, pharmaceuticals