Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

November 17, 2021

Tenaya Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40656

81-3789973

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

171 Oyster Point Boulevard, 5th Floor

South San Francisco, CA 94080

(Address of principal executive offices, including zip code)

(650) 825-6900

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of exchange

on which registered

Common Stock, $0.0001 par value per share

TNYA

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Resignation of Director

On November 17, 2021, JeenJoo Kang, Ph.D., submitted her resignation as a director of Tenaya Therapeutics, Inc. (the “Company”). Dr. Kang’s resignation was voluntary and did not result from any disagreement with the Company or the Company’s Board of Directors (the “Board”).

(d) Election of Director

On November 19, 2021, the Board appointed June Lee, M.D., to serve as a Class III director, with a term expiring at the Company’s 2024 annual meeting of stockholders.

There are no arrangements or understandings between Dr. Lee and any other person pursuant to which Dr. Lee was selected as a director. In addition, there are no transactions in which Dr. Lee has an interest that would require disclosure under Item 404(a) of Regulation S-K.

Dr. Lee will receive compensation for her service pursuant to the Company’s non-employee director compensation policy. This includes an annual cash retainer of $35,000 per year for service as a non-employee director. Additionally, as a new non-employee director, Dr. Lee was granted a stock option to purchase shares of common stock having a grant date fair value of approximately $320,000. This stock option vests as to 1/36th of the total number of shares on each monthly anniversary of Dr. Lee’s appointment to the Board, subject to her continued service through the applicable vesting date. In the event of a change in control (as defined in the Company’s 2021 Equity Incentive Plan), the stock option will vest in full, provided that Dr. Lee continues to be a non-employee director through the date of such change in control. In addition, Dr. Lee also executed the Company’s standard form of indemnification agreement.

A copy of the press release announcing Dr. Lee’s appointment as a director is attached hereto as Exhibit 99.1.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

99.1		Press Release of Tenaya Therapeutics, Inc., dated November 22, 2021.

104		Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.