Tenaya Therapeutics Announces Proposed Public Offering

Rhea-AI Summary

Tenaya Therapeutics (Nasdaq: TNYA), a clinical-stage biotechnology company focused on heart disease therapies, has announced plans for a proposed public offering. The offering will consist of units comprising common stock and two series of warrants (Series A and Series B) to purchase common stock.

The company will also offer pre-funded units to certain investors, which include pre-funded warrants priced at $0.001 per share, along with Series A and Series B warrants. The pre-funded warrants will be immediately exercisable with no expiration date.

Leerink Partners and Piper Sandler are serving as joint bookrunning managers for the offering. The securities will be offered through a previously filed and SEC-approved Registration Statement on Form S-3. The completion, size, and terms of the offering remain subject to market conditions.

Positive

• Multiple warrant series offering provides flexible funding options
• Pre-funded warrants feature immediate exercisability with no expiration
• Strong institutional backing with Leerink Partners and Piper Sandler as bookrunners

Negative

• Potential dilution for existing shareholders
• Offering size and terms undefined, indicating market uncertainty
• Additional share issuance may pressure stock price

SOUTH SAN FRANCISCO, Calif., March 03, 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 Series A warrants and Series B warrants, each 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, Series A warrants and Series B warrants. 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., 800 Nicollet Mall, J12S03, Minneapolis, MN 55402, 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 employs a suite of integrated internal capabilities, including modality agnostic target validation, capsid engineering and manufacturing, to generate a portfolio of genetic medicines aimed at the treatment of both rare genetic disorders and more prevalent heart conditions. Tenaya’s pipeline includes TN-201, a gene therapy for MYBPC3-associated hypertrophic cardiomyopathy (HCM), TN-401, a gene therapy for PKP2-associated arrhythmogenic right ventricular cardiomyopathy (ARVC), TN-301, a small molecule HDAC6 inhibitor intended for heart failure with preserved ejection fraction (HFpEF), and multiple early-stage programs in preclinical development.

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 6, 2024, 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 type of securities is Tenaya Therapeutics (TNYA) offering in its latest public offering?

TNYA is offering units consisting of common stock and Series A/B warrants, plus pre-funded units with pre-funded warrants at $0.001 per share for certain investors.

Who are the bookrunning managers for TNYA's proposed public offering?

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

What are the terms of the pre-funded warrants in TNYA's offering?

The pre-funded warrants will be immediately exercisable and have no expiration date, with a purchase price of $0.001 per share.

How is TNYA's new offering being registered with the SEC?

The offering is being made through a previously filed and SEC-approved Registration Statement on Form S-3.