Tenaya Therapeutics Inc

Rule 10b5-1 Trading Arrangements

During the quarter ended June 30, 2024, no director or officer, as defined in Rule 16a-1(f), adopted orterminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408.

Silicon Valley Bank Loan and Security Agreement and Warrant

On August 6, 2024, we entered into a loan and security agreement (the Loan Agreement), with Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (SVB).

Pursuant to the terms of the Loan Agreement, term loans in an aggregate principal amount of up to $45 million may be made under multiple tranches. The tranches can be drawn as follows: the first tranche of up to $15.0 million is available at the closing date through June 30, 2025; the second tranche of $5 million and the third tranche of $2.5 million are available until December 31, 2025, subject to the achievement of certain clinical milestones; the fourth tranche of $2.5 million is available through December 31, 2025, subject to the achievement of a clinical milestone or satisfaction of certain capitalization requirements; and the final tranche of $20.0 million is available through July 31, 2026, on such terms as may be agreed by the parties and subject to approval by SVB's credit committee. With the exception of the final tranche, and subject to achievement of the applicable milestones and other requirements with respect to each tranche, draw downs are at our election.

Interest will accrue on the term loan advances at a rate that is equal to the greater of 8.50% and the prime rate and will be payable monthly in arrears.

Pursuant to the Loan Agreement, we are bound by certain affirmative covenants setting forth actions that are required during the term of the Loan Agreement, including, without limitation, certain information delivery requirements, obligations to maintain certain insurance and certain notice requirements. Additionally, we are bound by certain negative covenants setting forth actions that are not permitted to be taken during the term of the Loan Agreement without SVB’s consent, including, without limitation, incurring additional indebtedness, making certain asset dispositions, entering into certain business combination transactions or incurring any non-permitted lien or other encumbrance on our assets, in each case subject to specified exceptions.

We have granted SVB a security interest in substantially all of our property, rights and assets, excluding our intellectual property, to secure payment of all amounts owed to SVB under the Loan Agreement. We have also agreed not to encumber any of our intellectual property without SVB’s prior written consent.

In connection with the Loan Agreement, we issued to SVB a warrant to purchase shares of our common stock (the Lender Warrant). The Lender Warrant is exercisable for 73,649 shares upon closing, which represents 0.075% of our common stock and common stock equivalents outstanding as of June 30, 2024, on a fully-diluted basis, at an exercise price of $2.55 per share. The Lender Warrant becomes exercisable for up to an additional 98,199 shares pro-rated based on amounts actually advanced for the various tranches under the Loan Agreement. The Lender Warrant expires on August 6, 2034. The exercise price and the number of shares of common stock issuable upon exercise of the Lender Warrant 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 Lender Warrant is exercisable, in the holder’s discretion, by (i) payment in full in immediately available funds for the number of shares of common stock purchased upon such exercise or (ii) 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 Lender Warrant.

The foregoing is only a brief description of the Loan Agreement and the Lender Warrant, does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the Lender Warrant and the Loan Agreement, which will be filed with our Quarterly Report on Form 10-Q for the fiscal quarter ending September 30, 2024.

We relied on the exemption from registration contained in Section 4(a)(2) of the Securities Act in connection with the issuance of the Lender Warrant. The Lender Warrant and the shares of common stock issuable under the Lender Warrant, have not been registered under the Securities Act, or state securities laws, and may not be offered or sold in the United States without being registered with the SEC or through an applicable exemption from SEC registration requirements.