United States securities and exchange commission logo

                             June 3, 2021

       Faraz Ali
       Chief Executive Officer
       Tenaya Therapeutics, Inc.
       171 Oyster Point Boulevard, 5th Floor
       South San Francisco, CA 94080

                                                        Re: Tenaya
Therapeutics, Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted May 7,
                                                            CIK No. 0001858848

       Dear Mr. Ali:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional

       Draft Registration Statement on Form S-1

       Our Pipeline, page 4

   1.                                                   Please revise your
pipeline table to condense the preclinical phases to no more than two
                                                        columns and to
separately depict clinical phases 1, 2 and 3.
       Overview of heart disease, page 5

   2.                                                   We note your statements
that you have the opportunity to advance multiple product
                                                        candidates into the
clinic by ____ and that TN-201 is a potentially curative therapy.
                                                        Given that you have not
completed any IND enabling studies, these statement appears to
                                                        be an inappropriate
predictions that the FDA will approve multiple INDs and that the
                                                        product will be
effective. Please remove these statements. Additionally, in other
 Faraz Ali
FirstName  LastNameFaraz
Tenaya Therapeutics, Inc. Ali
June 3, 2021NameTenaya Therapeutics, Inc.
June 3,
Page 2 2021 Page 2
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         instances where you reference advancing candidates to the clinic,
please revise to more
         specifically reference clinical trials, as opposed to the clinic.
"Our amended and restated bylaws ...", page 91

3.       Please revise the narrative in the risk factor to disclose that there
is also a risk that your
         exclusive forum provisions may result in increased costs for investors
to bring a claim.
Use of Proceeds, page 96

4.       Please revise your disclosure to separately quantify the amount of
proceeds you expect to
         allocate to TN-201 and TYA-11631. Additionally, indicate how far in
the development
         process you expect to get for each of your product candidates with the
proceeds from this
Management's Discussion and Analysis of Financial Condition and Results of
Critical Accounting Policies and Estimates
Stock-Based Compensation, page 114

5.       Please expand your disclosure to include the valuation methodologies
used by the
         independent third party valuation firm to estimate your total equity
value along with the
         nature of material assumptions used within those methodologies. If
more than
         one methodology is used, provide a discussion of the weighting of
those methodologies.
Our Management Team and Investors, page 122

6.       We note that you identify certain entities as investors in your
company that do not appear
         to be among your principal stockholders as disclosed on page 215. If
material, please
         expand your disclosure to describe the nature of each named entity's
         and explain to us why including this information is appropriate.
Please also explain in
         your response letter your plans to update investors about any changes
these entities make
         with respect to their investments in the company.
Third Party Agreements, page 170

7.       Please indicate which product candidate(s) rely on intellectual
property licensed from
9. Stock-Based Compensation
Restricted Stock, page F-22

8.       We note that when you repurchase shares of common stock related to
early exercise of
         options, you reduce the number of shares of common stock outstanding.
Please disclose
         your accounting policy for the issuance of shares of common stock from
the early exercise
         of stock options prior to vesting. Refer to ASC 718-10-55-31.a. for
 Faraz Ali
Tenaya Therapeutics, Inc.
June 3, 2021
Page 3
13. Subsequent Events, page F-25

9.    Please expand your disclosures for the stock options grants to include
the total amount of
      compensation expense to be recognized over the 4 year vesting period.

10.   Please supplementally provide us with copies of all written
communications, as defined in
      Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
      present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
      not they retain copies of the communications.
       You may contact Brian Cascio at 202-551-3676 or Tracey Houser at
202-551-3736 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Tom Kluck at 202-551-3233 or Suzanne Hayes at 202-551-3675 with any

FirstName LastNameFaraz Ali
                                                            Division of
Corporation Finance
Comapany NameTenaya Therapeutics, Inc.
                                                            Office of Life
June 3, 2021 Page 3
cc:       Jennifer Knapp
FirstName LastName