SC 13G/A: Taysha Gene Therapies, Inc.
Ticker: TSHA · Form: SC 13G/A · Filed: Feb 14, 2024 · CIK: 1806310
Sentiment: neutral
Topics: sc-13g-a
AI Summary
SC 13G/A filing by Taysha Gene Therapies, Inc..
Risk Assessment
Risk Level: low
Filing Stats: 1,698 words · 7 min read · ~6 pages · Grade level 10.1 · Accepted 2024-02-14 17:01:36
Key Financial Figures
- $0.00001 — INC. (Name of Issuer) Common Stock, $0.00001 par value per share (Title of Class of
Filing Documents
- tm246065d18_sc13ga.htm (SC 13G/A) — 79KB
- tm246065d18_ex-1.htm (EX-99.1) — 9KB
- 0001104659-24-024005.txt ( ) — 90KB
(a)
Item 1(a). Name of Issuer: Taysha Gene Therapies, Inc. (the “Issuer”)
(b). Address
Item 1(b). Address of Issuer’s Principal Executive Offices : 3000 Pegasus Park Drive, Suite 1430, Dallas, Texas 75247
(a). Names
Item 2(a). Names of Persons Filing : The names of the persons filing this report (collectively, the “Reporting Persons”) are: RA Capital Management, L.P. (“RA Capital”) Peter Kolchinsky Rajeev Shah RA Capital Healthcare Fund, L.P. (the “Fund”)
(b). Address
Item 2(b). Address of Principal Business Office or, if None, Residence : The address of the principal business office of each of the Reporting Persons is: c/o RA Capital Management, L.P., 200 Berkeley Street, 18 th Floor, Boston MA 02116
(c). Citizenship
Item 2(c). Citizenship : RA Capital and the Fund are Delaware limited partnerships. Dr. Kolchinsky and Mr. Shah are United States citizens.
(d). Title
Item 2(d). Title of Class of Securities : Common Stock, $0.00001 par value per share
(e). CUSIP
Item 2(e). CUSIP Number : 877619106
If
Item 3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: Not applicable.
Ownership
Item 4. Ownership . The Fund directly holds (i) 18,472,503 shares of Common Stock and (ii) 42,638,607 pre-funded warrants (“Pre-Funded Warrants”) through which it has the right to acquire 42,638,607 shares of Common Stock, subject to a Beneficial Ownership Blocker (as defined below). The shares reported herein for the Reporting Persons represent (i) 18,472,503 shares of Common Stock and (ii) 197,586 shares of Common Stock that the Reporting Persons beneficially own based on the right to acquire, upon the exercise of the Pre-Funded Warrants. The Pre-Funded Warrants may be exercised as Common Stock at the election of the holder, except that the agreement governing the terms of the exercise of the Pre-Funded Warrants contains a provision (the “Beneficial Ownership Blocker”) which precludes the exercise of the Pre-Funded Warrants to the extent that, following the exercise, the holder, together with its affiliates and any other person acting together with the holder as a “group” (as defined in the rules under the Securities Exchange Act of 1934 (the “Act”)), would beneficially own more than 9.99% of the Common Stock shares outstanding. The Reporting Persons are currently prohibited from exercising the Pre-Funded Warrants to the extent that the exercise would result in beneficial ownership of more than 18,670,089 shares of Common Stock by the Reporting Persons. The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this Schedule 13G/A. The beneficial ownership percentages reported are based on the equivalent of (i) 186,690,193 outstanding shares of Common Stock, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 14, 2023, plus (ii) 197,586 shares of Common Stock of which the Reporting Persons may currently acquire beneficial ownership upon the exercise of the Pre-Funded Warrants, as li
Ownership
Item 5. Ownership of Five Percent or Less of a Class . If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨ .
Ownership
Item 6. Ownership of More than Five Percent on Behalf of Another Person . Not applicable.
Identification
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person . Not applicable.
Identification
Item 8. Identification and Classification of Members of the Group . Not applicable.
Notice
Item 9. Notice of Dissolution of Group . Not applicable.
Certification
Item 10. Certification . By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. Exhibit List Exhibit 1: Joint Filing Agreement SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: February 14, 2024 RA CAPITAL MANAGEMENT, L.P. By: /s/ Peter Kolchinsky Name: Peter Kolchinsky Title: Authorized Signatory PETER KOLCHINSKY /s/ Peter Kolchinsky RAJEEV SHAH /s/ Rajeev Shah RA CAPITAL HEALTHCARE FUND, L.P. By: RA Capital Healthcare Fund GP, LLC Its: General Partner By: /s/ Peter Kolchinsky Name: Peter Kolchinsky Title: Manager