SCHEDULE 13D/A: The Column Group Increases Stake in Tenaya Therapeutics Following $25 Million Investment in Public Offering

The Column Group entities have significantly increased their beneficial ownership in Tenaya Therapeutics, Inc. to 32.0% following a $25 million investment in the company's recent public offering.

Summary

• This filing is Amendment No. 3 to the Schedule 13D, updating beneficial ownership information for Tenaya Therapeutics, Inc. (the "Issuer").
• On March 5, 2025, Tenaya Therapeutics completed a public offering of 75,000,000 units, each consisting of one share of Common Stock, one Series A warrant, and one-half of one Series B warrant.
• The Column Group Opportunity III LP purchased 35,714,284 units in this offering for an aggregate price of $24,999,998.80, at $0.70 per unit.
• This purchase included 35,714,284 shares of Common Stock, 35,714,284 Series A Warrants, and 17,857,142 Series B Warrants.
• The Series A Warrants have an exercise price of $0.80 per share and expire five years from issuance.
• The Series B Warrants have an exercise price of $0.70 per share and expire on June 30, 2026.
• Following the offering, The Column Group Opportunity III LP, along with its general partners, beneficially owns 49,313,559 shares, representing 32.0% of Tenaya Therapeutics' Common Stock outstanding.
• Other Column Group entities (TCG III LP, TCG III-A LP, and TCG III GP LP) collectively hold an additional 9,400,290 shares, representing 6.1% of the outstanding Common Stock.
• The total outstanding shares of Common Stock for Tenaya Therapeutics, Inc. as of March 5, 2025, after the offering, are 154,220,516.
• The reporting persons hold these securities for general investment purposes and may adjust their holdings based on market conditions and other factors.
• Certain Column Group entities and David Goeddel (a board member of the Issuer) entered into a 60-day lock-up agreement following the March 2025 Follow-On Offering.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive. While the offering causes dilution, the significant investment by a major, existing shareholder like The Column Group, which has a board presence, signals strong confidence and provides substantial capital to the company. This suggests a positive outlook from a key investor.

Positives

• A significant investment of nearly $25 million by a major institutional holder, The Column Group, demonstrates continued confidence in Tenaya Therapeutics.
• The capital raised through the public offering provides Tenaya Therapeutics with additional financial resources for its operations and strategic initiatives.
• The participation of an existing major shareholder in the follow-on offering indicates strong support from its investor base.

Negatives

• The public offering of 75,000,000 units, including shares and warrants, results in substantial dilution for existing shareholders.
• The issuance of a large number of warrants (Series A and Series B) creates potential for further future dilution upon their exercise.

Risks

• The exercise of warrants is subject to Beneficial Ownership Limitations, which restrict the immediate exercise if it would cause the holder's beneficial ownership to exceed 4.99% or 9.99% (changeable to 19.99%), potentially limiting the immediate capital infusion from warrant exercises.
• Future exercises of the Series A and Series B Warrants will lead to additional dilution for existing shareholders.
• The lock-up agreement restricts the sale or transfer of certain securities by The Column Group entities and David Goeddel for 60 days, which could impact market liquidity for those specific shares during that period.

Future Outlook

The Reporting Persons intend to review their investment in Tenaya Therapeutics on a continuing basis and may, depending on market, economic, and other conditions, acquire additional securities, dispose of existing securities, or engage in discussions with the Issuer regarding further investments. They hold the securities for general investment purposes.

Management Comments

• The Reporting Persons hold the securities of the Issuer for general investment purposes.
• The Reporting Persons may, from time to time, depending on prevailing market, economic and other conditions, acquire additional shares of Common Stock or other securities of the Issuer, dispose of any such securities, or engage in discussions with the Issuer concerning such acquisitions or dispositions or further investments in the Issuer.

Industry Context

This filing reflects a common practice in the biotechnology and pharmaceutical sectors where companies, particularly those in clinical development stages like Tenaya Therapeutics, frequently raise capital through public offerings to fund research, development, and operational expenses. The participation of a significant venture capital group like The Column Group, which specializes in life sciences, underscores the ongoing need for capital in the industry and the strategic investments made by specialized funds.

Comparison to Industry Standards

• The $0.70 per unit purchase price for the offering, including a share and warrants, is indicative of the valuation dynamics in early to mid-stage biotech companies, often reflecting a discount to prior trading prices to attract capital.
• The inclusion of warrants with different exercise prices and expiration dates (Series A at $0.80 expiring in 5 years, Series B at $0.70 expiring June 30, 2026) is a common structure in biotech financings to provide additional upside potential for investors while offering the company future capital infusion opportunities upon exercise.
• The Beneficial Ownership Limitations (e.g., 4.99% or 9.99% ownership caps) on warrant exercise are standard provisions designed to prevent a single holder from exceeding certain ownership thresholds without triggering additional regulatory requirements or control implications.
• The 60-day lock-up agreement for key investors and insiders is a typical measure in public offerings to stabilize the stock price post-offering by preventing immediate selling pressure from large holders.

Corporate Governance

Related Party Transactions

• The Column Group entities (The Column Group III, LP, The Column Group III-A, LP, The Column Group III GP, LP, The Column Group Opportunity III, LP, The Column Group Opportunity III GP, LP, and TCG Opportunity III GP, LLC) are considered related parties due to David Goeddel, a managing partner/member of their general partners, also being a member of Tenaya Therapeutics' board of directors.
• TCG Opportunity III LP purchased 35,714,284 units in the March 2025 Follow-On Offering for $24,999,998.80, representing a significant transaction between the Issuer and a related party.

Stakeholder Impact

• **Shareholders:** Existing shareholders experienced dilution due to the issuance of 75,000,000 new units (shares and warrants). However, the capital raise strengthens the company's financial position, potentially supporting future growth and value creation.
• **Company (Tenaya Therapeutics):** The company received a significant capital infusion of nearly $25 million from The Column Group's participation, which will fund its operations and strategic objectives.
• **Investors (The Column Group):** The Column Group increased its stake, demonstrating continued commitment and potentially positioning itself for future gains if Tenaya Therapeutics' value increases. They also secured warrants, offering additional upside potential.

Next Steps

• The Reporting Persons will continue to review their investment in Tenaya Therapeutics.
• Potential future acquisitions or dispositions of Tenaya Therapeutics securities by the Reporting Persons.
• Potential exercise of Series A Warrants (exercisable for five years from issuance).
• Potential exercise of Series B Warrants (exercisable until June 30, 2026).

Key Dates

Keywords

Tenaya Therapeutics, The Column Group, SEC filing, Schedule 13D/A, beneficial ownership, public offering, follow-on offering, common stock, warrants, dilution, investment, biotechnology, pharmaceuticals