Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
Cowen and Company, LLC
599 Lexington Avenue
New York, New York 10022
Piper Sandler & Co.
800 Nicollet Mall, Suite 800
Minneapolis, MN 55402
July 27, 2021
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Office of Life Sciences
100 F Street, N.E.
Washington, D.C. 20549
Attn: | Tracey Houser |
Brian Cascio
Tom Kluck
Suzanne Hayes
Re: | Tenaya Therapeutics, Inc. |
Registration Statement on Form S-1
(File No. 333-257820)
Ladies and Gentlemen:
In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended (the Act), we, the representatives of the several underwriters (the Representatives), hereby join in the request of Tenaya Therapeutics, Inc. (the Company) for acceleration of the effective date of the above-referenced Registration Statement on Form S-1, as amended, so that it will be declared effective at 4:00 PM, Eastern Daylight Time, on Thursday, July 29, 2021 or as soon thereafter as practicable, or at such later time as the Companys outside counsel, Wilson Sonsini Goodrich & Rosati, P.C., may orally request via telephone call that such Registration Statement be declared effective.
Pursuant to Rule 460 under the Act, we, as the Representatives, wish to advise you that there have been, or there will be, distributed to each underwriter or dealer who is reasonably anticipated to participate in the distribution of the securities as many copies of the preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.
We, the undersigned, as the Representatives, each confirm on behalf of ourselves and the other participating underwriters that we have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issuance.
[Signature page immediately follows]
Very truly yours, | ||||
MORGAN STANLEY & CO. LLC COWEN AND COMPANY, LLC PIPER SANDLER & CO. | ||||
As Representatives of the several underwriters | ||||
By: | MORGAN STANLEY & CO. LLC. | |||
By: | /s/ Chris Rigoli | |||
Name: | Chris Rigoli | |||
Title: | Vice President | |||
By: | COWEN AND COMPANY, LLC | |||
By: | /s/ Jason Fenton | |||
Name: | Jason Fenton | |||
Title: | Managing Director | |||
By: | PIPER SANDLER & CO. | |||
By: | /s/ Chad Huber | |||
Name: | Chad Huber | |||
Title: | Managing Director |
[Signature Page to Underwriters Acceleration Request]