Tenaya Therapeutics Announces Proposed Public Offering

Rhea-AI Summary

Tenaya Therapeutics (Nasdaq: TNYA) announced on December 11, 2025 that it intends to offer and sell units consisting of common stock and warrants to purchase common stock, and may offer pre-funded units (pre-funded warrants plus warrants) to certain investors.

All securities will be sold by Tenaya, the pre-funded warrants (if used) will be immediately exercisable and will not expire, and the offering is subject to market conditions with no assurance as to completion, size, or terms. Leerink Partners and Piper Sandler are joint bookrunning managers. The offering will be conducted under a previously declared effective Form S-3 and a preliminary prospectus supplement will be filed with the SEC.

Key Figures

Pre-funded warrant exercise price $0.001 per share Price per share for pre-funded warrants in proposed offering

Market Reality Check

$1.40 Last Close

Volume Volume 1,245,765 is below the 20-day average of 1,968,871 ahead of the offering news. low

Technical Shares at $1.40 are trading above the $0.94 200-day moving average but still 65.09% below the 52-week high.

Peers on Argus

While TNYA was down 0.71% ahead of the dilutive offering, key biotech peers like TLSA (+4.05%) and SLS (+2.08%) traded higher, pointing to a stock-specific dynamic rather than a sector-wide move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Nov 10	Earnings and update	Positive	+11.7%	Improved Q3 2025 loss and lower operating expenses with clinical updates.
Nov 04	Clinical data preview	Positive	-3.5%	Upcoming late‑breaking AHA presentations for TN‑201 and gene therapy data.
Oct 09	Conference participation	Neutral	+10.4%	Participation in H.C. Wainwright genetic medicines virtual conference and meetings.
Oct 02	Investor conferences	Neutral	+1.3%	October investor and industry conferences focused on in vivo gene therapies.
Sep 18	Equity grants	Neutral	+8.2%	Stock option inducement grants to new employees under equity incentive plan.

Pattern Detected

Recent news has more often seen positive or neutral reactions, but prior equity offerings in 2025 triggered sharp selloffs, indicating financing events have been a consistent negative catalyst.

Recent Company History

Over the last six months, Tenaya reported improving Q3 2025 financials with a narrowed net loss and cash of $56.3M, which drove a +11.72% move. Clinical and conference-related updates around TN-201 and TN-401 produced mixed reactions, including a -3.5% move on an AHA data announcement and double‑digit gains on conference participation. Against this backdrop, today’s proposed public offering follows a March 2025 unit financing that coincided with a steep share-price decline, reinforcing that capital raises have been the most negatively received news type.

Market Pulse Summary

The stock is dropping -16.2% following this news. A negative reaction despite the routine nature of biotech financings fits prior patterns for Tenaya, where similar 2025 offerings around units and warrants saw moves of about -53.53%. The stock already traded 65.09% below its 52‑week high before this announcement, and prior capital raises have been the clearest negative catalysts. Downside moves around the final pricing and terms could reflect dilution concerns and sensitivity to financing structures.

Key Terms

warrants financial

"units consisting of common stock and warrants to purchase shares of common stock"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

pre-funded warrants financial

"pre-funded units consisting of pre-funded warrants to purchase shares of common stock"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

prospectus supplement regulatory

"Tenaya will file a preliminary prospectus supplement relating to and describing the terms"

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 that it intends to offer and sell units consisting of common stock and warrants to purchase shares of common stock. Tenaya may also sell to certain investors, in lieu of units, pre-funded units consisting of pre-funded warrants to purchase shares of common stock at a purchase price of $0.001 per share and warrants to purchase shares of common stock. The pre-funded warrants will be immediately exercisable and will not expire. All of the securities in this offering will be sold by Tenaya. The proposed offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

Leerink Partners and Piper Sandler are acting as joint bookrunning managers for the proposed offering.

The units and pre-funded units 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 will file a preliminary prospectus supplement relating to and describing the terms of the proposed offering with the SEC. These documents can be accessed for free through the SEC’s website at www.sec.gov.

When available, copies of the preliminary 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 any such 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 terms of the offering, the securities being offered and the timing of the closing of the offering. 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

What offering did Tenaya Therapeutics (TNYA) announce on December 11, 2025?

Tenaya announced its intent to offer units of common stock and warrants, and optionally pre-funded units consisting of pre-funded warrants plus warrants.

Will Tenaya (TNYA) sell the securities itself or through third parties?

All securities in the offering will be sold by Tenaya.

What are the terms of the pre-funded warrants in Tenaya's (TNYA) proposed offering?

The pre-funded warrants will be immediately exercisable and will not expire, with a stated purchase price of $0.001 per share for the pre-funded units.

Who are the joint bookrunning managers for Tenaya's (TNYA) proposed offering?

Leerink Partners and Piper Sandler are acting as joint bookrunning managers.

Is Tenaya's (TNYA) proposed offering guaranteed to proceed and where can investors find the prospectus?

The offering is subject to market and other conditions and may not be completed; the preliminary prospectus supplement will be filed with the SEC and is available via the SEC website.