SCHEDULE: Vestal Point Capital Discloses 9.9% Stake in Tenax Therapeutics

Vestal Point Capital, LP and Ryan Wilder have disclosed a 9.9% passive beneficial ownership stake in Tenax Therapeutics, Inc., primarily through common stock and warrants.

Summary

• Vestal Point Capital, LP and Ryan Wilder, collectively referred to as the Reporting Persons, have filed a Schedule 13G indicating beneficial ownership in Tenax Therapeutics, Inc.
• The Reporting Persons beneficially own an aggregate of 2,470,096 shares of Tenax Therapeutics Common Stock.
• This ownership represents 9.9% of the company's outstanding Common Stock.
• The reported shares include 2,416,657 shares of Common Stock issuable upon the exercise of warrants.
• The warrants are subject to a 9.99% blocker, meaning they cannot be exercised if it would result in beneficial ownership exceeding 9.99% of the outstanding Common Stock.
• The percentage of class is calculated based on 4,562,500 shares of Common Stock outstanding as of August 11, 2025, as reported in the company's Form 10-Q for the quarter ended June 30, 2025.
• As of September 30, 2024, the Reporting Persons beneficially owned 83,333 shares of Common Stock in addition to the warrants, representing 9.99% beneficial ownership after giving effect to the blocker.

Sentiment

Score: 5

Explanation: The filing is a neutral, routine disclosure of passive beneficial ownership, indicating neither overwhelmingly positive nor negative sentiment regarding the company's operational or financial performance.

Risks

• The warrants held by the Reporting Persons are subject to a 9.99% blocker, which limits their exercisability to prevent beneficial ownership from exceeding 9.99% of the company's outstanding Common Stock. This means the full potential share count from warrants may not be immediately realized.

Future Outlook

No forward-looking statements or guidance are provided in this beneficial ownership disclosure.

Management Comments

• The securities 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.

Industry Context

This filing is a routine disclosure of a significant passive investment by an institutional investor in a publicly traded company. It does not provide specific industry context or analysis.

Stakeholder Impact

• Shareholders: The disclosure of a significant passive stake by an institutional investor can be viewed as a vote of confidence, potentially stabilizing the stock or attracting further investor interest. However, as a passive stake, it does not signal an intent to influence management or strategy.
• Company Management: Awareness of a large passive investor on the shareholder register may influence management's perception of its shareholder base, but without an activist intent, direct operational impact is unlikely.

Key Dates

Keywords

Tenax Therapeutics, Vestal Point Capital, Ryan Wilder, Schedule 13G, Beneficial Ownership, Common Stock, Warrants, Investment Adviser, Passive Investment