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

• tm2427451d24_sc13ga.htm (SC 13G/A) — 79KB
• tm2427451d24_ex1.htm (EX-99.1) — 8KB
• 0001104659-24-119298.txt ( ) — 89KB

(a)

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

(b). Address of Issuer's Principal Executive

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

(a). Names of Persons Filing

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). Address of Principal Business Office or, if

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). Citizenship

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

(d). Title of Class of Securities

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

(e). CUSIP Number

Item 2(e). CUSIP Number : 87990A106

If this statement is filed pursuant to §§

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.

Ownership

Item 4. Ownership . The Fund directly holds (i) 6,869,412 shares of Common Stock and (ii) 7,104,853 Pre-funded warrants (“ Pre-Funded Warrants ”), through which it has the right to acquire 7,104,853 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 113,175 shares of Common Stock. The shares reported herein for the Reporting Persons represent (i) 6,982,587 shares of Common Stock held directly, and (ii) 998,149 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 7,980,736 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) 78,889,107 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 August 8, 2024, plus (ii) 998,149 shares of Common Stock of which the Reporting Person may acquire beneficial ownership upon the exercise of Pre-Funded Warrants, as limited by the Beneficial Ownership Blocker. RA Capital Healthcare Fund GP, LLC is the general partner of the Fund and RA Capital Nexus Fund II GP, LLC is the general partner of the Nexus Fund II

Ownership of Five Percent or Less of a Class

Item 5. Ownership of Five Percent or Less of a Class . If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨ .

Ownership of More than Five Percent on Behalf of

Item 6. Ownership of More than Five Percent on Behalf of Another Person . Not applicable.

Identification and Classification of the Subsidiary

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person . Not applicable.

Identification and Classification of Members of

Item 8. Identification and Classification of Members of the Group . Not applicable.

Notice of Dissolution of Group

Item 9. Notice of Dissolution of Group . Not applicable.

Certification

Item 10. Certification . By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. Exhibit List Exhibit 1: Joint Filing Agreement SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: November 14, 2024 RA CAPITAL MANAGEMENT, L.P. By: /s/ Peter Kolchinsky Name: Peter Kolchinsky Title: Authorized Signatory PETER KOLCHINSKY /s/ Peter Kolchinsky RAJEEV SHAH /s/ Rajeev Shah RA CAPITAL HEALTHCARE FUND, L.P. By: RA Capital Healthcare Fund GP, LLC Its: General Partner By: /s/ Peter Kolchinsky Name: Peter Kolchinsky Title: Manager