SCHEDULE: Venrock Group Discloses 9.9% Stake in Tenax Therapeutics

A group of Venrock entities and individuals have disclosed a 9.9% beneficial ownership stake in Tenax Therapeutics, Inc. common stock.

Summary

• Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah, and Bong Y. Koh (collectively, the "Reporting Persons") have filed an Amendment No. 3 to Schedule 13G.
• The Reporting Persons collectively beneficially own 552,970 shares of Tenax Therapeutics, Inc. common stock.
• This aggregate amount represents 9.9% of the class of securities outstanding, rounded down from 9.99% due to EDGAR filing system limitations.
• The ownership includes common stock, 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 ownership exceeding 9.99% of the outstanding common stock.
• As of September 30, 2025, the Reporting Persons were prohibited from exercising a portion of the warrants to the extent that such exercise would result in beneficial ownership of more than 552,970 shares.
• The percentage is calculated based on 4,562,000 shares outstanding as of August 11, 2025, plus 857,476 shares issued upon warrant exercise post-August 11, 2025, and 115,262 shares issuable upon warrant exercise.

Sentiment

Score: 7

Explanation: The filing indicates a sustained, significant institutional investment in Tenax Therapeutics by the Venrock group, suggesting continued confidence. While a 13G is a factual disclosure, a large stake from a reputable investor is generally viewed positively, implying a belief in the company's value or future prospects. The 'Beneficial Ownership Blocker' is a neutral mechanism for regulatory compliance rather than a negative sentiment.

Positives

• The disclosure of a significant stake by institutional investors like Venrock can signal confidence in Tenax Therapeutics' long-term prospects.
• The continued holding of a near 10% stake suggests a sustained investment interest from the Venrock group.

Negatives

• The Beneficial Ownership Blocker limits the ability of the Venrock group to increase their stake beyond 9.99% through warrant exercise, potentially capping their influence or further investment via this mechanism.

Risks

• The existence of a beneficial ownership blocker in the warrants could limit the upside potential for the reporting persons if the company's stock price significantly increases, as they cannot fully exercise all warrants if it pushes them over the 9.99% threshold.
• The reliance on warrants for a significant portion of the beneficial ownership introduces a dependency on future exercise decisions and the underlying stock price performance.

Future Outlook

This filing is a disclosure of beneficial ownership and does not contain forward-looking statements or guidance from Tenax Therapeutics, Inc. or the reporting persons regarding the company's future performance.

Industry Context

This filing reflects an institutional investor's continued significant stake in a biotechnology company. Such investments are common in the biotech sector, where venture capital and healthcare-focused funds often take substantial positions to support drug development and commercialization efforts. The 9.9% stake is a notable position, indicating a strong belief in the company's potential, while adhering to regulatory thresholds that avoid triggering more extensive reporting requirements (like Schedule 13D).

Comparison to Industry Standards

• The 9.9% beneficial ownership stake held by the Venrock group is a substantial position for an institutional investor in a publicly traded biotechnology company, often indicative of a strategic investment rather than a purely passive one.
• The use of a 'Beneficial Ownership Blocker' in warrants is a common mechanism employed by institutional investors to maintain a significant stake while staying below the 10% threshold that would classify them as an 'insider' and trigger additional regulatory obligations and restrictions under Section 16 of the Securities Exchange Act of 1934.
• Compared to other venture capital or healthcare-focused funds, Venrock's approach of maintaining a high single-digit percentage ownership through a combination of common stock and warrants is a standard strategy to maximize potential upside while managing regulatory compliance.

Stakeholder Impact

• Shareholders: The disclosure of a significant institutional investor holding a near 10% stake can provide a level of confidence and validation for other shareholders, potentially influencing market perception and trading activity.
• Company Management: Management may view this as a vote of confidence from a key investor, but also recognize the potential for increased scrutiny or engagement from a large shareholder group.

Next Steps

• The Reporting Persons will continue to monitor their investment in Tenax Therapeutics, Inc. and may file further amendments to Schedule 13G if their beneficial ownership changes significantly.

Key Dates

Recommendation

This Schedule 13G filing is a disclosure of beneficial ownership by an institutional investor group and does not contain operational or financial performance data to warrant a 'buy' or 'sell' recommendation. The sustained significant stake by Venrock suggests continued confidence, which could be seen as a positive signal. However, without additional information on Tenax Therapeutics' financial health, strategic direction, or market performance, a 'hold' recommendation is appropriate, acknowledging the institutional backing while awaiting more comprehensive data for a definitive investment decision.

Keywords

Tenax Therapeutics, Venrock Healthcare Capital Partners, Schedule 13G, Beneficial Ownership, Common Stock, Warrants, Institutional Investor, Biotechnology, Healthcare Investment