SCHEDULE: Empery Asset Management Discloses 4.99% Stake in Tenaya Therapeutics

Empery Asset Management, LP, along with Ryan M. Lane and Martin D. Hoe, reported a 4.99% beneficial ownership stake in Tenaya Therapeutics, Inc., including shares issuable from warrants, subject to a 4.99% ownership cap.

Summary

• Empery Asset Management, LP, Ryan M. Lane, and Martin D. Hoe collectively reported beneficial ownership of 8,296,276 shares of Tenaya Therapeutics, Inc. common stock.
• This represents 4.99% of the company's outstanding common stock, calculated based on 162,666,931 shares outstanding as of May 1, 2025.
• The reported ownership includes 3,591,112 shares of common stock issuable upon the exercise of warrants.
• A "Blocker" provision prevents the reporting persons from exercising warrants if it would result in their beneficial ownership exceeding 4.99% of the outstanding shares.
• The securities were acquired and are held in the ordinary course of business, without the purpose or effect of changing or influencing the control of Tenaya Therapeutics, Inc.

Sentiment

Score: 5

Explanation: The filing is a routine disclosure of beneficial ownership by an investment manager and its principals, indicating a passive stake just below the 5% threshold. It does not contain performance data or forward-looking statements that would typically influence sentiment.

Positives

• A significant institutional investor, Empery Asset Management, maintains a substantial stake, indicating continued interest in Tenaya Therapeutics.
• The filing confirms the investment is for passive purposes, not for control, which can reduce concerns about potential activist interventions.

Negatives

• The "Blocker" provision limits the reporting persons' ability to increase their ownership beyond 4.99% through warrant exercise, potentially capping their upside from this specific investment vehicle.

Risks

• The "Blocker" provision restricts the reporting persons from increasing their beneficial ownership above 4.99% through warrant exercise, which could limit their influence or potential gains from a larger stake.

Industry Context

This filing is a standard disclosure of a significant passive investment in a biotechnology company. Such investments are common in the biotech sector, where institutional funds often take positions in companies with promising pipelines.

Comparison to Industry Standards

• The 4.99% stake is a common threshold for passive investors to report their holdings without triggering more stringent reporting requirements (like a 13D) or implying an intent to influence control.
• The inclusion of a "Blocker" provision is a standard mechanism used by investors to manage their ownership percentage and avoid exceeding certain thresholds, particularly the 5% mark for 13D filings.

Stakeholder Impact

• Shareholders: Provides transparency regarding a significant institutional holder's stake and its passive nature.
• Company Management: Informs management of a large, passive investor's position.

Key Dates

Keywords

Tenaya Therapeutics, Empery Asset Management, Schedule 13G, beneficial ownership, common stock, warrants, passive investment, biotechnology, pharmaceutical