SC 13G/A: Tenaya Therapeutics, Inc.

AI Summary

SC 13G/A filing by Tenaya Therapeutics, Inc..

Risk Assessment

Risk Level: low

Key Financial Figures

• $0.0001 — Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class o

Filing Documents

• tm246065d19_sc13ga.htm (SC 13G/A) — 66KB
• tm246065d19_ex-1.htm (EX-99.1) — 7KB
• 0001104659-24-024006.txt ( ) — 75KB

(a)

Item 1(a). Name of Issuer : Tenaya Therapeutics, Inc. (the “Issuer”)

(b)

Item 1(b). Address of Issuer’s Principal Executive Offices : 171 Oyster Point Boulevard, Suite 500, South San Francisco, California 94080

(a)

Item 2(a). Names of Persons Filing : The names of the persons filing this report (collectively, the “Reporting Persons”) are: RA Capital Management, L.P. (“RA Capital”) Peter Kolchinsky Rajeev Shah RA Capital Healthcare Fund, L.P. (the “Fund”)

(b)

Item 2(b). Address of Principal Business Office or, if None, Residence : The address of the principal business office of each of the Reporting Persons is: c/o RA Capital Management, L.P., 200 Berkeley Street, 18 th Floor, Boston MA 02116

(c)

Item 2(c). Citizenship : RA Capital and the Fund are Delaware limited partnerships. Dr. Kolchinsky and Mr. Shah are United States citizens.

(d)

Item 2(d). Title of Class of Securities : Common Stock, $0.0001 par value per share (“Common Stock”)

(e)

Item 2(e). CUSIP Number : 87990A106 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: Not applicable. Item 4. The Fund directly holds (i) 5,383,802 shares of Common Stock and (ii) 4,882,582 Pre-funded warrants (“Pre-Funded Warrants”), through which it has the right to acquire 4,882,582 shares of Common Stock subject to a Beneficial Ownership Blocker (as defined below). The RA Capital Nexus Fund II, L.P. (the “Nexus Fund II”) directly holds 123,545 shares of Common Stock. The shares reported herein for the Reporting Persons represent (i) 5,507,347 shares of Common Stock held directly, and (ii) 1,440,889 shares of Common Stock that the Reporting Persons beneficially own based on the right to acquire, upon the exercise of the Pre-Funded Warrants. The Pre-Funded Warrants are subject to a beneficial ownership blocker (“Beneficial Ownership Blocker”), which precludes the exercise of the Pre-Funded Warrants to the extent that, following exercise, the Reporting Persons, together with its affiliates and other attribution parties, would own more than 9.99% of the Common Stock outstanding. The Reporting Persons are currently prohibited from exercising the Pre-Funded Warrants to the extent that such exercise would result in beneficial ownership of more than 6,948,236 shares of Common Stock. The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this Schedule 13G/A. The beneficial ownership percentages reported are based on (i) 68,111,019 outstanding shares of Common Stock, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2023, plus (ii) 1,440,889 shares of Common Stock of which the Reporting Person may acquire beneficial ownership upon the exercise of Pre-Funded Warrants, as