| Item 1. | |
| (a) | Name of issuer:
TENAX THERAPEUTICS, INC. |
| (b) | Address of issuer's principal executive
offices:
101 GLEN LENNOX DRIVE, SUITE 300, CHAPEL HILL, NORTH CAROLINA, 27517. |
| Item 2. | |
| (a) | Name of person filing:
Dellora Investments Master Fund LP
Dellora Investments LP
Kevin Pyun |
| (b) | Address or principal business office or, if
none, residence:
Dellora Investments Master Fund LP
c/o Dellora Investments LP
283 Greenwich Avenue, 3rd floor
Greenwich, CT 06830
Dellora Investments LP
283 Greenwich Avenue, 3rd floor
Greenwich, CT 06830
Kevin Pyun
c/o Dellora Investments LP
283 Greenwich Avenue, 3rd floor
Greenwich, CT 06830 |
| (c) | Citizenship:
Dellora Investments Master Fund LP - Cayman Islands
Dellora Investments LP - Delaware
Kevin Pyun - United States |
| (d) | Title of class of securities:
Common Stock, $0.0001 par value per share |
| (e) | CUSIP No.:
88032L605 |
| Item 3. | If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please
specify the type of institution: |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Dellora Investments LP is an Exempt Reporting Adviser with the Securities and Exchange Commission. Dellora Investments LP, which serves as investment adviser to private funds, including but not limited to Dellora Investments Master Fund, LP (collectively, the "Funds"), may be deemed to be the beneficial owner of all shares of Common Stock held by the Funds. Mr. Pyun, as Principal of Dellora Investments LP, with the power to exercise investment and voting discretion, may be deemed to be the beneficial owner of all shares of Common Stock held by the Funds. Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended, Dellora Investments LP and Mr. Pyun expressly disclaim beneficial ownership over any of the securities reported in this statement, and the filing of this statement shall not be construed as an admission that Dellora Investments LP or Mr. Pyun are the beneficial owner of any of the securities reported herein.
Dellora Investments Master Fund LP - 202,404
Dellora Investments LP - 234,793
Kevin Pyun - 234,793 |
| (b) | Percent of class:
Ownership percentage is based on 3,408,906 shares of common stock outstanding as of October 31, 2024, as represented by the Issuer in the Form 10-Q filed with the Securities and Exchange Commission on November 13, 2024.
Dellora Investments Master Fund LP - 5.9%
Dellora Investments LP - 6.9%
Kevin Pyun - 6.9 % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Dellora Investments Master Fund LP - 0
Dellora Investments LP - 0
Kevin Pyun - 0
|
| | (ii) Shared power to vote or to direct the
vote:
Dellora Investments Master Fund LP - 202,404
Dellora Investments LP - 234,793
Kevin Pyun - 234,793
|
| | (iii) Sole power to dispose or to direct the
disposition of:
Dellora Investments Master Fund LP - 0
Dellora Investments LP - 0
Kevin Pyun - 0
|
| | (iv) Shared power to dispose or to direct the
disposition of:
Dellora Investments Master Fund LP - 202,404
Dellora Investments LP - 234,793
Kevin Pyun - 234,793
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of
Another Person. |
| |
If any other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to
that effect should be included in response to this item and, if such interest relates to more
than 5 percent of the class, such person should be identified. A listing of the shareholders of
an investment company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
The Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered by this Statement. |
| Item 7. | Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or
Control Person. |
| |
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the
Item 3 classification of the relevant subsidiary. If a parent holding company has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the
identification of the relevant subsidiary.
See Note above. |
| Item 8. | Identification and Classification of Members of
the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule
13d-1(c)