Tenaya Therapeutics Inc美股招股说明书(2025-12-12版)

$60,000,0000 50,000,0000 UNITS CONSISTING OF ONE SHARE OF COMMON STOCK ANDONE WARRANT TO PURCHASE COMMON STOCK SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THE WARRANTS We are offering 50,000,000 units (collectively, the units) in a firm commitment underwritten public offering. Each unit consists of (i)one share of our commonstock and (ii)a warrant to purchase one share of our common stock (which equates to 100% warrant coverage) at an exercise price of $1.50 per share, which will beimmediately exercisable and will expire five years from the date of issuance (a Warrant). The shares of common stock and the accompanying warrants can only be purchased together in this offering but will be issued separately and will be immediatelyseparable upon issuance. Our common stock is listed on the Nasdaq Global Select Market under the symbol “TNYA.” On December11, 2025, the last reported sale price of our commonstock was $1.36 per share. There is no established public trading market for the Warrants, and we do not expect a market to develop. We do not intend to list the Warrantson the Nasdaq Global Select Market, any other national securities exchange or any other recognized trading system. We are an “emerging growth company” and a “smaller reporting company” as defined under U.S. federal securities laws and as such, we have elected to complywith certain reduced public company reporting requirements for this prospectus supplement and may elect to do so for future filings. See “Prospectus SupplementSummary—Implications of Being an Emerging Growth Company and a Smaller Reporting Company.” PerUnitTotalPublic offering price$1.200$60,000,000Underwriting discounts and commissions (1)$0.072$3,600,000Proceeds to Tenaya Therapeutics, Inc., before expenses$1.128$56,400,000 (1)See “Underwriting” for a description of the compensation payable to the underwriters. INVESTING IN OUR SECURITIES INVOLVES SIGNIFICANT RISKS. YOU SHOULD REVIEW CAREFULLY “RISK FACTORS”ON PAGES-15 OF THIS PROSPECTUS SUPPLEMENT, AND IN THE DOCUMENTS INCORPORATED BY REFERENCE IN THISPROSPECTUS SUPPLEMENT AND ACCOMPANYING PROSPECTUS, BEFORE INVESTING IN OUR SECURITIES. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon theadequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares of common stock and Warrants to purchasers on or about December15, 2025. The shares of common stock included in the units will be delivered through the facilities of The Depository Trust Company (DTC). The Warrants included in theunits will be delivered to purchasers in certificated form. Joint Bookrunning Managers LeerinkPartners PiperSandler Table of Contents TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUPPLEMENT SUMMARY RISK FACTORS USE OF PROCEEDS Prospectus ABOUT THIS PROSPECTUSPROSPECTUS SUMMARYRISK FACTORSFORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDESCRIPTION OF CAPITAL STOCK Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of a registration statement on Form S-3 that we filed with the Securitiesand Exchange Commission (the SEC), using a “shelf” registration process. We are providing information to you about this offering of our securities in two parts. The first part is this prospectus supplement, which providesyou with specific information regarding the terms of this offering of our securities, and also adds to and updates information contained in theaccompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus. The secondpart is the accompanying prospectus, which provides more general information, some of which does not apply to this offering of our securities.Generally, when we refer to this prospectus, we are referring to both parts of this document combined. Before buying any of the securities that we are offering, we urge you to carefully read this prospectus supplement, the accompanying prospectusand all of the information incorporated by reference herein and therein, as well as the additional information described under the headings “Where YouCan Find More Information” and “Incorporation of Certain Information by Reference.” These documents contain important information that you shouldconsider when making your investment decision. To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the information containedin any document incorporated by reference in this prospectus supplement that was filed with the SEC before the date of this prospectus supplement, onthe other hand, you should rely on the information in this prospectus supplemen