Tenaya Therapeutics prices $52.5 million offering of 75,000,000 units at $0.70

The offering

Tenaya Therapeutics, Inc. priced an underwritten public offering of 75,000,000 units at $0.70 per unit on March 3, 2025. Gross proceeds were about $52.5 million before underwriting discounts and offering expenses. Each unit has one share of common stock, a Series A warrant and a Series B warrant. The Series A warrant buys one share at $0.80, with 100% warrant coverage, and expires five years after issue. The Series B warrant buys one-half of a share at $0.70, with 50% coverage, and expires on June 30, 2026. Both are immediately exercisable. The shares and warrants can be bought only together, but they separate immediately after issue.

The final prospectus supplement puts underwriting discounts and commissions at $3,150,000, which leaves $49,350,000 before expenses. After estimated offering expenses, the company expects about $48.9 million. Delivery was expected on or about March 5, 2025.

Leerink Partners LLC and Piper Sandler & Co. are joint bookrunning managers and representatives of the underwriters. Leerink takes 41,250,000 units and Piper Sandler 33,750,000. The company estimates other offering expenses at approximately $500,000 and says the company, its officers and directors and certain holders agreed to a 60-day lock-up. Davis Polk & Wardwell LLP is counsel to the underwriters. Wilson Sonsini Goodrich & Rosati, Professional Corporation, passed on the validity of the securities for Tenaya.

Existing stockholders, including some affiliated with directors, indicated interest in buying $25,000,000 of units on the same terms. The prospectus says those indications are not binding, and the underwriters may sell more, less or none of the units to those buyers.

The lead programs

Tenaya describes itself as a clinical-stage company that has not generated revenue to date. Its lead candidate, TN-201, is a gene therapy for hypertrophic cardiomyopathy caused by MYBPC3 mutations, given as a single infusion. The Phase 1b/2 MyPEAK-1 trial is open-label. The company says Cohort 1 was dosed at 3×10^13 vg/kg with no unexpected events or toxicities. An independent data and safety monitoring board reviewed the first three patients and recommended escalation to 6×10^13 vg/kg, and Cohort 2 is now enrolling.

The efficacy picture is thin. The company says that in the first two patients, circulating markers of heart muscle strain and injury stayed largely stable, and some clinical markers showed "stability or directional improvement." It also says other measures were not yet available, interpretable or mixed. Biopsy data for one patient show rising TN-201 mRNA and protein over time, but the filing gives no clinical outcome figures.

TN-401 is a gene therapy for arrhythmogenic right ventricular cardiomyopathy caused by PKP2 mutations. Its Phase 1b RIDGE-1 trial has dosed two patients. Initial RIDGE data, from the company's natural history study, indicate that AAV9 antibodies in a majority of participants were below the eligibility threshold for RIDGE-1. The FDA has granted TN-401 orphan drug designation.

The money behind the deal

The company plans to use the net proceeds, together with existing cash, cash equivalents and marketable securities, for development of TN-201 and TN-401, plus working capital and general corporate purposes. It also says that money will not be enough to fund its clinical programs into late-stage development and that it will need to raise additional capital. The prospectus says it has incurred significant net losses since inception and expects more.

The warrants add to the share count if exercised. The company had 79,220,516 shares outstanding at September 30, 2024, and an existing at-the-market program under which it could sell up to approximately $69.8 million more. The stock is listed on the Nasdaq Global Select Market as TNYA. The last reported sale price on March 3, 2025 was $0.9469 a share, and the $0.70 offering price is below that level.

What comes next

The company says it plans to present additional RIDGE data in the first half of 2025, and additional follow-up from Cohort 1 of MyPEAK-1 in the same period. It expects initial Cohort 2 data, along with an update on Cohort 1, in the second half of 2025.

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