Tenaya Therapeutics Announces Pricing of Public Offering

Rhea-AI Summary

Tenaya Therapeutics (Nasdaq: TNYA) priced an underwritten public offering of 50,000,000 units at $1.20 per unit for gross proceeds of $60.0 million before discounts, commissions and expenses. Each unit consists of one share of common stock and a warrant to purchase one share at an exercise price of $1.50; warrants expire five years from issuance and are immediately exercisable.

The company intends to use net proceeds to fund development of clinical and early-stage candidates, particularly TN-201 and TN-401, and for working capital. Closing is expected on or about December 15, 2025, subject to customary conditions.

Positive

• $60.0 million gross proceeds raised
• Proceeds dedicated to TN-201 and TN-401 development
• Units include equity plus five-year exercisable warrants
• Underwritten by established bookrunners Leerink and Piper Sandler

Negative

• Issuance of 50,000,000 new shares will dilute shareholders
• Warrants at $1.50 create potential additional dilution if exercised
• Offering priced at $1.20 per unit could pressure near-term share value

Key Figures

Gross proceeds $60 million Public units offering before underwriting discounts and expenses

Units offered 50,000,000 units Total size of underwritten public offering

Offering price $1.20 per unit Public offering price for each unit

Warrant exercise price $1.50 per share Exercise price for warrants in each unit

Warrant term 5 years Warrants immediately exercisable, expiring five years from issuance

Shares per unit 1 share + 1 warrant Each unit includes one common share and one warrant

Expected closing date Dec 15, 2025 Planned closing of the public offering

Market Reality Check

$1.36 Last Close

Volume Volume 2,142,282 is 1.1x the 20-day average of 1,954,600, indicating only modestly elevated trading ahead of the offering. normal

Technical Shares at $1.36 are trading above the $0.94 200-day moving average but remain 66.08% below the 52-week high.

Peers on Argus

Peer biotech moves are mixed, with TRDA up 1.98%, SLN up 3.37%, SLS up 3.08%, while CGTX is down 4.71% and TLSA down 2.27%, pointing to a company-specific reaction for TNYA.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 11	Equity offering	Negative	-2.9%	Proposed public units offering of common stock and warrants.
Dec 11	Clinical hold lifted	Positive	-2.9%	FDA removed clinical hold on MyPEAK-1 TN-201 trial with protocol changes.
Dec 11	Clinical data update	Positive	-2.9%	Positive interim TN-401 RIDGE-1 data with safety and efficacy signals.
Nov 10	Earnings and update	Positive	+11.7%	Q3 2025 results with lower expenses and narrower net loss plus program updates.
Nov 04	Conference presentations	Positive	-3.5%	Announcement of late-breaking TN-201 and reprogramming data at AHA meeting.

Pattern Detected

Equity offerings for TNYA have historically coincided with sharp negative moves, while positive clinical and earnings updates have sometimes seen divergent or mixed price reactions.

Recent Company History

Over the last few months, Tenaya reported multiple clinical gene therapy updates for TN-201 and TN-401, alongside Q3 2025 results showing narrowed net loss and reduced R&D and G&A expenses on Nov 10, 2025. An earnings release then saw a 11.72% gain. However, offering-related announcements on Mar 3, 2025 and Dec 11, 2025 led to declines of 53.53% and 2.86%. Today’s priced unit offering continues that capital-raising trend focused on funding TN-201 and TN-401.

Market Pulse Summary

This announcement prices a 50,000,000-unit underwritten offering at $1.20 per unit, each with a common share and a $1.50 warrant, to raise $60 million before costs. Proceeds are earmarked for advancing TN-201 and TN-401 and general corporate uses. In 2025, prior offerings coincided with sharp declines, so investors may monitor execution of these programs and future financing needs alongside existing warrant overhang.

Key Terms

underwritten public offering financial

"announced the pricing of its underwritten public offering of 50,000,000 total units"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

warrant financial

"each unit consisting of one share of common stock and a warrant to purchase one share"

A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.

exercise price financial

"warrant to purchase one share of common stock at an exercise price of $1.50 per share"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

registration statement on form s-3 regulatory

"pursuant to a Registration Statement on Form S-3, which was previously filed"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

prospectus supplement regulatory

"filed a preliminary prospectus supplement and accompanying prospectus relating"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

AI-generated analysis. Not financial advice.

SOUTH SAN FRANCISCO, Calif., Dec. 11, 2025 (GLOBE NEWSWIRE) -- Tenaya Therapeutics, Inc. (Nasdaq: TNYA), a clinical-stage biotechnology company with a mission to discover, develop and deliver potentially curative therapies that address the underlying causes of heart disease, today announced the pricing of its underwritten public offering of 50,000,000 total units for gross proceeds of $60 million prior to deducting underwriting discounts and commissions and offering expenses. 

Tenaya intends to use the net proceeds from the offering to fund the ongoing and planned development of its clinical and early-stage product candidates, particularly TN-201 and TN-401, and for working capital and other general corporate purposes.

The offering is comprised of 50,000,000 units at a public offering price of $1.20 per unit, with each unit consisting of one share of common stock and a warrant to purchase one share of common stock at an exercise price of $1.50 per share. The warrants will be immediately exercisable and will expire five years from the date of issuance. The securities comprising the units are immediately separable and will be issued separately.

All of the securities are to be sold by Tenaya. The offering is expected to close on or about December 15, 2025, subject to satisfaction of customary closing conditions.

Leerink Partners and Piper Sandler are acting as lead joint book-running managers for the offering. LifeSci Capital also acted as a bookrunning manager.

The securities are being offered by Tenaya pursuant to a Registration Statement on Form S-3, which was previously filed and declared effective by the SEC, and Tenaya has filed a preliminary prospectus supplement and accompanying prospectus relating to and describing the terms of the offering with the SEC. A final prospectus supplement and accompanying prospectus relating to the offering will also be filed with the SEC. These documents can be accessed for free through the SEC’s website at www.sec.gov.

When available, copies of the final prospectus supplement and the accompanying prospectus relating to this offering may also be obtained from: Leerink Partners LLC, Attention: Syndicate Department, 53 State Street, 40th Floor, Boston, MA 02109, by telephone at 1 (800) 808-7525, ext. 6105, or by email at syndicate@leerink.com; or Piper Sandler & Co., 350 North 5^th Street, Suite 1000, Minneapolis, MN 55401, Attention: Prospectus Department, by telephone at (800) 747-3924, or by email at prospectus@psc.com.

This press release does not constitute an offer to sell or a solicitation of an offer to buy, nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful before registration or qualification under the securities laws of that state or jurisdiction.

About Tenaya Therapeutics
Tenaya Therapeutics is a clinical-stage biotechnology company committed to a bold mission: to discover, develop and deliver potentially curative therapies that address the underlying drivers of heart disease. Tenaya’s pipeline includes clinical-stage candidates TN-201, a gene therapy for MYBPC3-associated hypertrophic cardiomyopathy (HCM) and TN-401, a gene therapy for PKP2-associated arrhythmogenic right ventricular cardiomyopathy (ARVC). Tenaya has employed a suite of integrated internal capabilities, including modality agnostic target validation, capsid engineering and manufacturing, to generate a portfolio of novel medicines based on genetic insights, including TN-301, a clinical-stage small molecule HDAC6 inhibitor for the potential treatment of heart failure and related cardio/muscular disease, and multiple early-stage programs in preclinical development aimed at the treatment of both rare genetic disorders and more prevalent heart conditions.

Forward-Looking Statements
This press release contains forward-looking statements as that term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements include, but are not limited to, statements relating to the offering, including the size and terms of the offering, the securities being offered, the timing of the closing of the offering, the expected gross proceeds and the use of proceeds. These forward-looking statements are neither promises nor guarantees and are subject to a variety of risks and uncertainties, including but not limited to: whether or not Tenaya will be able to raise capital through the sale of securities or consummate the offering; the final terms of the offering on the anticipated terms or at all, including the satisfaction of customary closing conditions; the anticipated use of the proceeds of the offering which could change as a result of market conditions or for other reasons; general economic and market conditions as well as geopolitical developments; and other risks. For further information regarding the foregoing and additional risks that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to the business of Tenaya in general, see Tenaya’s recent Quarterly Report on Form 10-Q filed on November 10, 2025, the prospectus supplement related to the proposed public offering we plan to file and subsequent filings with the Securities and Exchange Commission. These forward-looking statements are made as of the date of this press release, and Tenaya assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact
Michelle Corral
Vice President, Investor Relations and Corporate Communications
Tenaya Therapeutics
IR@tenayathera.com

Investors
Anne-Marie Fields
Precision AQ (formerly Stern Investor Relations)
annemarie.fields@precisionaq.com

Media
Wendy Ryan
Ten Bridge Communications
wendy@tenbridgecommunications.com

FAQ

How many units did Tenaya Therapeutics (TNYA) offer in the December 2025 public offering?

Tenaya offered 50,000,000 units in the underwritten public offering.

What was the public offering price per unit for TNYA and total gross proceeds?

The offering price was $1.20 per unit for aggregate gross proceeds of $60.0 million before fees.

What does each TNYA unit include and what are the warrant terms?

Each unit includes one common share and a warrant to buy one share at $1.50, exercisable immediately and expiring in five years.

How does Tenaya plan to use the net proceeds from the TNYA offering?

Net proceeds will fund development of clinical and early-stage candidates, particularly TN-201 and TN-401, and for working capital.

When is the TNYA offering expected to close?

The offering is expected to close on or about December 15, 2025, subject to customary closing conditions.

Who are the lead managers for Tenaya’s December 2025 offering (TNYA)?

Leerink Partners and Piper Sandler are the lead joint book-running managers; LifeSci Capital acted as a bookrunning manager.