Amendment: SEC Form SCHEDULE 13D/A filed by Tenaya Therapeutics Inc.

The information set forth in Item 2(b) of the Original Schedule 13D is incorporated herein by reference.

The information set forth in Item 2(c) of the Original Schedule 13D is incorporated herein by reference.

The information set forth in Item 2(d) of the Original Schedule 13D is incorporated herein by reference.

The information set forth in Item 2(e) of the Original Schedule 13D is incorporated herein by reference.

The information set forth in Item 2(f) of the Original Schedule 13D is incorporated herein by reference.

Item 3 of the Original Schedule 13D is hereby amended by adding the following as the last paragraphs thereof: On March 5, 2025, the Issuer completed a public offering of 75,000,000 units (the Units), with each Unit consisting of (I) one share of the Issuer's Common stock, par value $0.0001 per share (the Common Stock, and such shares, the Shares), (II) one Series A warrant to purchase one share of Common Stock at an exercise price of $0.80 per share which will expire five years from the date of issuance (each a Series A Warrant) and (III) one half of one Series B warrant to purchase one share of Common Stock at an exercise price of $0.70 per share that will expire on June 30, 2026 (each a Series B Warrant and together with the Series A Warrants, the Warrants, and such offering, the March 2025 Follow-On Offering). All of the Units in the March 2025 Offering were sold by the Issuer. The Shares and the Warrants comprising the Units were immediately separable upon issuance and were issued separately. In the March 2025 Follow-On Offering, TCG Opportunity III LP purchased 35,714,284 Units, comprised of (I) 35,714,284 shares of Common Stock, (II) 35,714,284 Series A Warrants and (III) 17,857,142 Series B Warrants, for a purchase price of $0.70 per Unit or $24,999,998.80 in the aggregate.

The information set forth in Item 3 of this Statement is incorporated herein by reference. 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. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and, depending upon the price and availability of shares of Common Stock or other securities of the Issuer, subsequent developments affecting the Issuer, the Issuer's business and prospects, other investment and business opportunities available to the Reporting Persons, general stock market and economic conditions, tax considerations and other factors considered relevant, may decide at any time to increase or to decrease the size of their investment in the Issuer in the open market, in privately negotiated transactions, pursuant to 10b5-1 trading plans or otherwise. Except as set forth above, the Reporting Persons have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

See Items 7-11 of the cover pages of this Amendment.

See Items 7-11 of the cover pages of this Amendment.

Except as reported in this Statement, none of the Reporting Persons has affected any transactions in the Issuer's securities within the past 60 days.

Under certain circumstances set forth in the limited partnership agreements of each of TCG III LP, TCG III-A LP and TCG Opportunity III LP, the general partner and limited partners of TCG III LP, TCG III-A LP and TCG Opportunity III LP, as applicable, may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by such entity of which they are a partner.

Not applicable.

Item 6 of the Original Schedule 13D is hereby amended by adding the following as the last paragraphs thereof: In connection with the March 2025 Follow-On Offering, TCG Opportunity III LP purchased 35,714,284 Series A Warrants and 17,857,142 Series B Warrants. The exercise price and the number of shares of Common Stock issuable upon exercise of the Warrants are subject to appropriate adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock. The Warrants are exercisable from and after the date of issuance until (i) in the case of the Series A Warrants, five years from the date of issuance and (ii) in the case of the Series B Warrants, June 30, 2026. The Warrants are exercisable, in the holder's discretion, by (A) payment in full in immediately available funds for the number of shares of Common Stock purchased upon such exercise or (iB) in the event that there is no effective registration statement registering the shares of Common Stock underlying the Warrants at the time of such exercise, a cashless exercise, in which case the holder would receive upon such exercise the net number of shares of Common Stock determined according to the formula set forth in the applicable Warrant. Pursuant to the terms of the Warrants, the Issuer may not effect the exercise of any Warrant, and a holder will not be entitled to exercise any portion of any Warrant that, upon giving effect to such exercise, would cause (a) the aggregate number of shares of Common Stock beneficially owned by such holder (together with its affiliates) to exceed 4.99% or, at the election of the holder prior to the issuance of the Warrant, 9.99% of the total number of shares of Common Stock outstanding immediately after giving effect to the exercise or (b) the combined voting power of the Issuer's securities beneficially owned by such holder (together with its affiliates) to exceed 4.99% or, at the election of the holder prior to the issuance of the Warrant, 9.99% of the combined voting power of all of the Issuer's securities immediately outstanding after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Warrant, which percentage may be changed at the holder's election to a higher or lower percentage not in excess of 19.99% (or, at the election of the holder prior to the issuance of such warrant, 9.99%) upon at least 61 days' notice to the Issuer (the Beneficial Ownership Limitations). In the event of certain fundamental transactions, a holder of Warrants will be entitled to receive, upon exercise of the Warrants, the kind and amount of securities, cash or other property that such holder would have received had they exercised the Warrants immediately prior to the fundamental transaction without regard to any limitations on exercise contained in the Warrants. The foregoing descriptions of the Warrants do not purport to be complete and are each qualified in their entirety by reference to the Form of Series A Warrant and the Form of Series B Warrant, respectively, which are filed as Exhibit 6 and Exhibit 7 to this Amendment and are incorporated herein by reference. In connection with the March 2025 Follow-On Offering, each of David Goeddel, TCG III LP, TCG III-A LP and TCG Opportunity III LP entered into a lock-up agreement, pursuant to which each such party agreed, subject to certain exceptions, not to sell, transfer or otherwise convey certain of the Issuer's securities held by TCG III LP, TCG III-A LP or TCG Opportunity III LP for 60 days following the date of the final prospectus for the March 2025 Follow-On Offering. The terms and provisions of such lock-up agreement are described more fully in the prospectus supplement for the March 2025 Follow-On Offering, and the above summary is qualified by reference to such description and the full text of the lock-up agreement, a form of which is filed as Exhibit 8 to this Statement and is incorporated herein by reference.

Exhibit 6: Form of Series A Warrant (filed as Exhibit 4.1 to the Issuer's Current Report on Form 8-K as filed with the Commission on March 4, 2025 (SEC File No. 001-40656) and incorporated herein by reference). Exhibit 7: Form of Series B Warrant (filed as Exhibit 4.2 to the Issuer's Current Report on Form 8-K as filed with the Commission on March 4, 2025 (SEC File No. 001-40656) and incorporated herein by reference). Exhibit 8: Form of Lock-Up Agreement for certain directors, officers and other stockholders of the Issuer (included as Exhibit A to the form of Underwriting Agreement filed as Exhibit 1.1 to the Issuer's Current Report on Form 8-K as filed with the Commission on March 4, 2025 (SEC File No. 001-40656) and incorporated herein by reference).