UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of ~~The~~the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~May~~June 282, 2025

Taysha Gene Therapies, Inc.

(Exact name of registrant as specified in its ~~charter~~Charter)

Delaware	001-39536	84-3199512
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3000 Pegasus Park Drive, Suite 1430

Dallas, Texas

75247

(Address of Principal Executive Offices)

(Zip Code)

(214) 612-0000

(Registrant’s ~~telephone~~Telephone ~~number~~Number, ~~including~~Including ~~area~~Area ~~code~~Code)

~~N/A~~Not Applicable

(Former ~~name~~Name or ~~former~~Former ~~address~~Address, if ~~changed~~Changed ~~since~~Since ~~last~~Last ~~report~~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 Instructions 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 each exchange

on which registered

Common Stock, $0.00001 par value

TSHA

The Nasdaq Stock Market LLC

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 1 5.0103 ~~Entry~~Amendments ~~into~~to aArticles ~~Material~~of ~~Definitive~~Incorporation ~~Agreement~~or Bylaws; Change in Fiscal Year.

On ~~May 28~~June 2, 2025, Taysha Gene Therapies, Inc. (the “Company”) ~~entered~~held ~~into~~its an2025 ~~underwriting~~annual ~~agreement~~meeting of stockholders (the “~~Underwriting~~Annual ~~Agreement~~Meeting”) ~~with Jefferies LLC, BofA Securities, Inc~~., ~~Piper~~At ~~Sandler &~~the ~~Co.~~Annual ~~and Barclays Capital Inc.~~Meeting, ~~as representatives of~~ the ~~several~~Company’s ~~underwriters~~stockholders ~~set~~approved ~~forth~~an ~~therein~~amendment ~~(collectively, the “Underwriters”),~~ to ~~issue and sell 46,868,687 shares of common stock of~~ the Company,’s ~~par~~Amended ~~value $0.00001 per share (“Common Stock”),~~ and, inRestated ~~lieu~~Certificate of ~~common~~Incorporation ~~stock to certain investors, pre-funded warrants to purchase 25,858,586 shares of its Common Stock, in an underwritten public offering~~ (the “~~Offering~~Amendment”) ~~pursuant~~ to anincrease ~~effective shelf registration statement on Form S-3 (File No. 333-283801) (~~the ~~“Registration~~authorized ~~Statement”)~~number ~~and~~of ashares ~~related~~of ~~prospectus~~common ~~and~~stock ~~prospectus~~from ~~supplement~~400,000,000 into ~~each case filed with the Securities and Exchange Commission (the “SEC”)~~700,000,000. The ~~offering price to the public is $2.75 per share of Common Stock and $2.749 per pre-funded warrant~~Amendment, which iswas ~~the~~filed ~~price~~with to the ~~public~~Secretary of ~~each~~State ~~share~~ of ~~Common Stock sold in~~ the ~~Offering,~~State minus the $0.001 exercise price per pre-funded warrant. The Underwriters have agreed to purchase the shares and the pre-funded warrants from the Company pursuant to the Underwriting Agreement at a price of ~~$2.585~~Delaware ~~per~~on ~~share and $~~June 2~~.584 per pre-funded warrant~~, ~~respectively. In addition~~2025, ~~the~~is ~~Company~~filed ~~granted~~as ~~the~~Exhibit ~~Underwriters an option to purchase, for a period of 30 days, up to an additional 10,909,090 shares of Common Stock~~3.1 ~~The Company estimates that the net proceeds from the Offering will be approximately $187.4 million, or approximately $215.6 million if the Underwriters exercise in full their option~~ to ~~purchase~~this ~~additional~~Current ~~shares~~Report ~~of Common Stock, in each case after deducting underwriting discounts and commissions and estimated offering expenses. The closing of the Offering is expected to occur~~ on ~~May 30,~~Form ~~2025, subject to customary closing conditions~~8-K.

~~Each pre-funded warrant~~Item 5.07 ~~will~~Submission ~~have an initial exercise price per share~~ of ~~$0.001,~~Matters ~~subject~~ to ~~certain adjustments. The pre-funded warrants may be exercised at any time until exercised in full, except that~~ a ~~holder~~Vote ~~will not be entitled to exercise any portion~~ of ~~any pre-funded warrant,~~Security ~~which, upon giving effect to such exercise would cause (i) the aggregate number of shares of the Company’s Common Stock beneficially owned by the holder (together with its affiliates) to exceed 4~~Holders.~~99%~~ or 9.99%, as the case may be, of the number of shares of the Company’s Common Stock outstanding immediately prior to or after giving effect to the exercise, or (ii) the combined voting power of the Company’s securities beneficially owned by the holder (together with its affiliates) to exceed 4.99% or 9.99%, as the case may be, of the combined voting power of all of the Company’s securities then outstanding immediately prior to or after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the pre-funded warrants, subject to such holder’s rights under the pre-funded warrant to increase or decrease such percentage to another percentage not in excess of 19.99% upon at least 61 days’ prior notice from such holder to the Company.

~~The~~At ~~Underwriting~~the ~~Agreement~~Annual ~~contains~~Meeting, ~~customary~~the ~~representations,~~stockholders ~~warranties~~considered three proposals, ~~covenants~~each ~~and~~of ~~agreements~~which byis ~~the~~described ~~Company,~~in ~~indemnification~~more ~~obligations~~detail ofin the Company’s ~~and~~definitive ~~the~~proxy ~~Underwriters,~~statement ~~including~~filed ~~for~~with ~~liabilities under~~ the Securities ~~Act~~and ofExchange ~~1933,~~Commission ason ~~amended~~April 21, ~~other~~2025. Of ~~obligations~~the of205,054,570 ~~the~~shares ~~parties~~outstanding ~~and~~as ~~termination~~of ~~provisions.~~the ~~The~~record ~~representations~~date, ~~warranties~~179,615,275 ~~and~~shares, ~~covenants~~or ~~contained~~approximately in87%, ~~the Underwriting Agreement~~ were ~~made~~present ~~only~~or ~~for~~represented ~~purposes~~by ofproxy ~~such~~at ~~agreement~~the ~~and~~Annual asMeeting. Set offorth ~~specific~~below ~~dates,~~are ~~were solely for~~ the ~~benefit~~results of the ~~parties~~matters tosubmitted ~~such~~for ~~agreement~~a ~~and~~vote ~~may~~of bestockholders ~~subject~~at ~~to limitations agreed upon by~~ the ~~contracting~~Annual ~~parties~~Meeting.

~~Copies~~Proposal ~~of the Underwriting Agreement and form of pre-funded warrant are filed as Exhibit 1~~No.1 ~~and 4.~~1 ~~to this Current Report on Form~~: ~~8-K, respectively,~~Election ~~and are incorporated herein by reference. The foregoing descriptions~~ of ~~the~~two ~~Underwriting~~nominees ~~Agreement and the form of pre-funded warrant are qualified in their entirety by reference~~ to ~~such~~serve ~~exhibits.~~as Adirectors ~~copy~~until of the ~~opinion~~2028 ofannual ~~Cooley~~meeting ~~LLP as to the legality~~ of ~~the~~stockholders ~~issuance~~ and ~~sale~~until oftheir ~~the~~respective ~~securities~~successors inare ~~the~~elected ~~Offering~~ and ~~related consent is filed as Exhibit 5~~qualified.1 toThe ~~this~~votes ~~Current~~were ~~Report~~cast onas ~~Form 8-K.~~follows:

Item 8.01 Other Events.


Name	Votes For	Votes Withheld
Phillip B. Donenberg, CPA	114,260,541	24,190,378
Sukumar Nagendran, M.D.	123,281,458	15,169,461

~~Launch~~Broker ~~and~~Non-Votes: ~~Pricing~~41,164,356 ~~of the Offering~~

OnBoth ~~May~~nominees ~~28,~~were ~~2025, the Company issued a press release announcing that it had commenced the Offering~~elected. ~~A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.~~

InProposal ~~connection~~No. ~~with~~2: Ratification ~~the~~of ~~Offering,~~ the ~~Company~~appointment ~~filed~~of aDeloitte & ~~preliminary~~Touche ~~prospectus~~LLP ~~supplement~~as toindependent ~~the~~registered ~~Registration~~public ~~Statement.~~accounting ~~The~~firm ~~preliminary~~for ~~prospectus supplement described certain elements of~~ the ~~Company’s~~fiscal ~~business~~year ~~strategy,~~ending ~~preclinical and clinical pipeline and certain updated and additional risk factors~~December 31, ~~including those attached as Exhibit 99~~2025.2 ~~and~~The ~~incorporated~~votes bywere ~~reference~~cast ~~herein.~~as follows:

On May 28, 2025, the Company issued a press release announcing that it had priced the Offering. A copy of the press release is attached hereto as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference.


	Votes For	Votes Against	Abstained
Ratification of appointment of Deloitte & Touche LLP	179,419,717	148,135	47,423

~~The~~Broker ~~Company~~Non-Votes: ~~believes~~0 that the net proceeds from the Offering, together with its existing cash and cash equivalents, will be sufficient to enable the Company to fund its operating expenses and capital expenditure requirements into 2028.

~~Forward-Looking~~Proposal ~~Statements~~No. 3: Approval of a proposed amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended to date, to increase the number of authorized shares of common stock from 400,000,000 to 700,000,000 shares. The votes were cast as follows:

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “anticipates,” “believes,” “expects,” “intends,” “projects,” “plans,” and “future” or similar expressions are intended to identify forward-looking statements. Forward-looking statements include statements concerning the Offering, including the uncertainties related to market conditions and the completion of the Offering on the anticipated terms, if at all, the Company’s expected cash runway, the potential of TSHA-102, including the reproducibility and durability of any favorable results initially seen in patients dosed to date in clinical trials, including with respect to functional milestones, and the Company’s other product candidates to positively impact quality of life and alter the course of disease in the patients the Company seeks to treat, the Company’s research, development and regulatory plans for its product candidates, including the timing of initiating additional trials and reporting data from its clinical trials and making regulatory submissions, communications from the FDA on the regulatory pathway for TSHA-102, the potential for the Company’s product candidates to receive regulatory approval from the FDA or equivalent foreign regulatory agencies, the potential exercise by Audentes Therapeutics, Inc. (d/b/a Astellas Gene Therapy) (“Astellas”) of the options granted to Astellas pursuant to the Option Agreement dated October 21, 2022 by and between the Company and Astellas (the “Option Agreement”) and the Company’s plans and expectations regarding its obligations and performance under the Option Agreement, and the costs of litigation and the Company’s expectations regarding the outcome of lawsuits and other claims against the Company and any regulatory or legal proceedings. Forward-looking statements are based on management’s current expectations and are subject to various risks and uncertainties that could cause actual results to differ materially and adversely from those expressed or implied by such forward-looking statements. Accordingly, these forward-looking statements do not constitute guarantees of future performance, and you are cautioned not to place undue reliance on these forward-looking statements. Risks regarding the Company’s business are described in detail in its SEC filings, including in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, which are available on the SEC’s website at www.sec.gov. Additional information will be made available in other filings that the Company makes from time to time with the SEC. These forward-looking statements speak only as of the date hereof, and the Company disclaims any obligation to update these statements except as may be required by law.


	Votes For	Votes Against	Abstained
Approval of amendment to effectuate an authorized shares increase	171,348,017	8,177,868	89,390

Broker Non-Votes: 0

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		~~Exhibit~~ Description
1.1		Underwriting Agreement by and between Taysha Gene Therapies, Inc. and Jefferies LLC, BofA Securities, Inc., Piper Sandler & Co. and Barclays Capital Inc., dated May 28, 2025.
3.1		Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company.
4.1		Form of Pre-Funded Warrant.
104		Cover Page Interactive Data File (embedded with the Inline XBRL document)
5.1		Opinion of Cooley LLP.
23.1		Consent of Cooley LLP (included in Exhibit 5.1).
99.1		Press Release, dated May 28, 2025.
99.2		Additional Business Information.
99.3		Press Release, dated May 28, 2025.
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).

SIGNATURES

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

Taysha Gene Therapies, Inc.

~~Taysha Gene Therapies, Inc.~~

/s/ Kamran Alam

Dated: June 3, 2025

/s/ Kamran Alam

Date: May 29, 2025

Kamran Alam

Kamran Alam

Chief Financial Officer

Filing Compare · Taysha Gene Therapies, Inc.