Tenaya Therapeutics, Inc.
For the period ended Dec 9, 2026. Filed Oct 23, 2026.
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Dec 9, 2026 · Filed Oct 23, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
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| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a‑12 |
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| ☒ | No fee required |
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| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
(650) 825-6900
October 23, 2026
Dear Fellow Stockholders:
We are pleased to invite you to attend the special meeting of stockholders of Tenaya Therapeutics, Inc. (Tenaya or the Company), to be held on Wednesday, December 9, 2026 at 8:00 a.m. Pacific Time. The special meeting will be conducted virtually via a live audio webcast. You will be able to attend the special meeting virtually by visitingwww.proxydocs.com/TNYA, where you will be able to listen to the meeting live, submit questions and vote online by entering the control number located on your proxy card.
The attached formal meeting notice and proxy statement contain details of the business to be conducted at the special meeting.
Your vote is important. Whether or not you attend the special meeting, it is important that your shares be represented and voted at the special meeting. Therefore, we urge you to vote and submit your proxy promptly via the Internet, telephone or mail.
On behalf of our Board of Directors, we would like to express our appreciation for your continued support of and interest in Tenaya.
Sincerely,
Faraz Ali, M.B.A.
Chief Executive Officer
NOTICE OFspecial MEETING OF stockholders
| Time and Date | 8:00 a.m. Pacific Time on Wednesday, December 9, 2026 |
|---|---|
| Place | The special meeting will be conducted virtually via a live audio webcast. You will be able to attend the special meeting virtually by visiting www.proxydocs.com/TNYA, where you will be able to listen to the meeting live, submit questions and vote online during the meeting by visiting www.proxypush.com/TNYA. |
| Items of Business | •To authorize and approve a proposed amendment to our amended and restated certificate of incorporation to effect, at the discretion of the board of directors, a reverse stock split of all of the shares of our common stock that are issued and outstanding or held in treasury at a ratio ranging from any number between 1-for-10 and 1-for-25, the exact ratio within the 10 to 25 range to be determined by the board of directors (the “Reverse Stock Split Proposal”).•To transact other business that may properly come before the special meeting or any adjournments or postponements thereof.Notwithstanding approval of the reverse stock split proposal by our stockholders, the board of directors reserves the right to elect not to proceed with implementing the reverse stock split proposal at any time prior to the date on which the amendment to our Amended and Restated Certificate of Incorporation becomes effective pursuant to the Delaware General Corporation Law, if the board of directors determines, in its sole discretion, that the reverse stock split proposal is no longer in the best interests of the Company or its stockholders |
| Record Date | The close of business on Monday, October 19, 2026Only stockholders of record as of Monday, October 19, 2026, at the close of business are entitled to notice of and to vote at the special meeting. |
| Availability of Proxy Materials | The Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement, notice of special meeting, form of proxy and our annual report, is first being sent or given on October 23, 2026, to all stockholders entitled to vote at the special meeting. We are providing access to our proxy materials over the Internet under the rules adopted by the Securities and Exchange Commission (SEC). The proxy materials and our annual report can be accessed as of October 23, 2026, by visiting www.proxydocs.com/TNYA. |
| Voting | Your vote is important. Whether or not you plan to attend the special meeting, we urge you to submit your proxy or voting instructions via the Internet, telephone or mail as soon as possible to ensure your shares are represented. For additional instructions for each of these voting options, please refer to the proxy card. Returning your proxy card does not deprive you of your right to attend the special meeting and to vote your shares at the special meeting. The proxy statement explains proxy voting and the matters to be voted on in more detail. |
By order of the Board of Directors,
Faraz Ali, M.B.A.Chief Executive OfficerSouth San Francisco, CaliforniaOctober 23, 2026
TABLE OF CONTENTS
| Page | |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR SPECIAL MEETING | 1 |
| INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON | 6 |
| PROPOSAL NO. 1: APPROVAL OF THE REVERSE STOCK SPLIT PROPOSAL | 7 |
| CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS | 18 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 19 |
| OTHER MATTERS | 21 |
| ANNEX A | 22 |
| CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TENAYA THERAPEUTICS, INC. | 22 |
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PROXY STATEMENT
FOR THE SPECIAL MEETING OF STOCKHOLDERS
To be held at 8:00 a.m. Pacific Time on Wednesday, December 9, 2026
The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.