Nasdaq bid-price warning hits Tenaya Therapeutics (Nasdaq: TNYA) as equity inducement pool grows

Rhea-AI Filing Summary

Tenaya Therapeutics, Inc. received a notice from Nasdaq that its common stock has failed to meet the minimum $1.00 bid price requirement for the last 30 consecutive business days through January 27, 2026. The company has a 180‑day compliance period, until July 27, 2026, to restore its share price to at least $1.00 for a minimum of ten consecutive business days or risk delisting from the Nasdaq Global Select Market.

If compliance is not regained, Tenaya may seek a transfer to the Nasdaq Capital Market and potentially receive a second 180‑day cure period, subject to additional conditions and Nasdaq approval. Separately, the Board amended and restated the 2024 Inducement Equity Incentive Plan, reserving an additional 2,161,000 shares, bringing the aggregate reserve to 3,361,000 shares for inducement and acquisition‑related equity awards to new hires and qualifying individuals.

Insights

Equity market and governance analyst

Nasdaq bid‑price deficiency raises listing risk as Tenaya expands inducement equity pool.

Tenaya Therapeutics now faces formal Nasdaq non‑compliance after its stock traded below a $1.00 closing bid for 30 consecutive business days through January 27, 2026. The company has until July 27, 2026 to achieve at least ten consecutive trading days at or above this threshold.

If it cannot, Tenaya may pursue a transfer to the Nasdaq Capital Market and seek a Second Compliance Period, but this is subject to meeting other listing standards and Nasdaq’s discretion. Failure to qualify or regain compliance could ultimately lead to delisting, which often reduces liquidity and index inclusion.

The Board also expanded the 2024 Inducement Equity Incentive Plan by reserving an additional 2,161,000 shares, for 3,361,000 shares in total available for inducement and certain acquisition‑related awards. This increases potential future equity issuance to new employees and transaction counterparties, which can affect ownership percentages depending on how extensively the plan is used.

false000185884800018588482026-01-262026-01-26

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 26, 2026

Tenaya Therapeutics, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-40656	81-3789973
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
171 Oyster Point Boulevard Suite 500
South San Francisco, California				94080
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (650) 825-6990

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		TNYA		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On January 28, 2026, Tenaya Therapeutics, Inc. (the “Company”) received a letter from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the closing bid price of shares of the Company’s common stock for the 30 consecutive business day period between December 12, 2025, through January 27, 2026, the Company did not meet the minimum bid price of $1.00 per share required for continued listing on the Nasdaq Global Select Market pursuant to Nasdaq Listing Rule 5450(a)(1). The letter also indicated that the Company will be provided with a compliance period of 180 calendar days, or until July 27, 2026 (the “Compliance Period”), in which to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(A).

The letter has no immediate impact on the listing of the Company’s common stock, which will continue to be listed and traded on Nasdaq, subject to the Company’s compliance with the other listing requirements of Nasdaq.

In order to regain compliance with Nasdaq’s minimum bid price requirement, shares of the Company’s common stock must maintain a closing bid price of at least $1.00 for a minimum of ten consecutive business days during the Compliance Period, unless the Staff exercises its discretion to extend this ten-day period pursuant to Nasdaq Listing Rule 5810(c)(3)(H). In the event the Company does not regain compliance by the end of the Compliance Period, the Company may be eligible for an additional 180 calendar days to regain compliance (the “Second Compliance Period”) pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(i) by transferring to the Nasdaq Capital Market. To qualify for the Second Compliance Period, the Company would need to submit a transfer application and pay an application fee. In addition, the Company would be required to meet the continued listing requirement for the market value of its publicly held shares and all other initial listing standards for Nasdaq, with the exception of the bid price requirement, and would need to provide written notice of its intention to cure the deficiency during the Second Compliance Period by effecting a reverse stock split, if necessary. However, if it appears to Nasdaq that the Company will be unable to cure the deficiency, or if the Company is not otherwise eligible for the additional cure period, Nasdaq will provide notice that the Company’s shares of common stock will be subject to delisting. There can be no assurance that the Company will be eligible for the Second Compliance Period, if applicable, or that the Staff would grant the Company’s request for continued listing subsequent to any delisting notification.

The Company intends to actively monitor the closing bid price of its shares of common stock during the Compliance Period and may, if appropriate, evaluate available options to resolve the deficiency and regain compliance with the minimum bid price requirement. While the Company is exercising diligent efforts to maintain the listing of its common stock on the Nasdaq Global Select Market, there can be no assurance that the Company will be able to regain or maintain compliance with the minimum bid price requirement or any other Nasdaq listing standard.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective January 26, 2026, the Board of Directors (the “Board”) of the Company approved an amendment and restatement to the Tenaya Therapeutics, Inc. 2024 Inducement Equity Incentive Plan (as amended, the “Inducement Plan”) to increase the number of shares reserved for issuance under the Inducement Plan. Subject to the adjustment provisions of the Inducement Plan, the Committee reserved an additional 2,161,000 shares of the Company’s common stock, or 3,361,000 shares of common stock in the aggregate, for issuance pursuant to equity awards granted under the Inducement Plan.

The Inducement Plan was originally approved by the Board in September 2024, and the increase in shares were both adopted without stockholder approval pursuant to the applicable The Nasdaq Listing Rules. The Inducement Plan provides for the grant of equity-based awards, including nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units, and performance awards, and its terms are substantially similar to the Company’s 2021 Equity Incentive Plan, including with respect to treatment of equity awards in the event of a “merger” or “change in control” as defined under the Inducement Plan, but with such other terms and conditions intended to comply with the Nasdaq inducement award exception or to comply with the Nasdaq acquisition and merger exception.

In accordance with the Nasdaq Listing Rules, awards under the Inducement Plan may only be made to individuals not previously employees or non-employee directors of the Company (or following such individuals’ bona fide period of non-employment with the Company), as an inducement material to the individuals’ entry into employment with the Company, or, to the extent permitted by the Nasdaq Listing Rules, in connection with a merger or acquisition.

A copy of the Inducement Plan and related form agreements under the Inducement Plan are attached as Exhibit 10.1 hereto and incorporated by reference herein. The above description of the Inducement Plan does not purport to be complete and is qualified in its entirety by reference to such exhibit.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Tenaya Therapeutics, Inc. 2024 Inducement Equity Incentive Plan, as amended, and related forms of stock option and restricted stock unit agreements.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		TENAYA THERAPEUTICS, INC.
		By:		/s/ Jennifer Drimmer Rokovich
				Jennifer Drimmer Rokovich
				General Counsel and Secretary
Date: January 30, 2026

FAQ

What Nasdaq notice did Tenaya Therapeutics (TNYA) receive about its stock price?

Tenaya Therapeutics received a letter from Nasdaq stating its common stock failed to meet the $1.00 minimum bid price requirement for 30 consecutive business days through January 27, 2026. This triggered a formal non‑compliance status under Nasdaq Listing Rule 5450(a)(1).

How long does Tenaya Therapeutics (TNYA) have to regain Nasdaq bid price compliance?

Tenaya has a 180‑day compliance period, until July 27, 2026, to regain compliance. Its common stock must maintain a closing bid price of at least $1.00 per share for a minimum of ten consecutive business days during this period, subject to Nasdaq staff discretion.

What happens if Tenaya Therapeutics does not regain Nasdaq compliance by July 27, 2026?

If Tenaya does not regain compliance by July 27, 2026, it may seek a transfer to the Nasdaq Capital Market and potentially receive a Second Compliance Period. This requires a transfer application, meeting other initial listing standards, and Nasdaq agreement, or its shares may become subject to delisting.

Is Tenaya Therapeutics’ stock immediately delisted after the Nasdaq notice?

No, Tenaya’s common stock continues to be listed and traded on the Nasdaq Global Select Market after the notice. The letter initiates a cure period in which the company can work to regain the minimum bid price requirement while remaining subject to all other Nasdaq listing standards.

How many additional shares did Tenaya add to its 2024 Inducement Equity Incentive Plan?

Tenaya’s Board approved an amendment increasing the Inducement Plan reserve by 2,161,000 shares of common stock. This brings the total number of shares available under the plan to 3,361,000, which can be granted as various equity awards to qualifying new hires and in certain merger or acquisition contexts.

Who is eligible to receive awards under Tenaya’s 2024 Inducement Equity Incentive Plan?

Awards under the Inducement Plan may be granted to individuals not previously employees or non‑employee directors, or following a bona fide break in service, as an inducement material to employment. To the extent permitted by Nasdaq rules, awards may also be made in connection with a merger or acquisition.