TAYSHA GENE THERAPIES, INC. : Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits (Form 8-K)

Section 1.01 Entering into a Material Definitive Agreement.

On October 26, 2022, Taysha Gene Therapies, Inc. (the “Company”) has entered into a subscription agreement (the “Subscription Agreement”) with Goldman Sachs & Co. LLC (the “Subscriber”), to issue and sell 14,000,000 common shares of the Company, par value $0.00001 per share (“Common Shares”), pursuant to a public offering made pursuant to the effective registration statements on Form S-3 (File No. 333-260069) and a prospectus and related prospectus supplement, in each cases filed with the Security and Exchange Commission (the “Offer”). The public offering price is $2.00 per common share, and the underwriter has agreed to purchase the shares of the Company pursuant to the underwriting agreement at a price of $1.88 per share. In addition, the Company has granted the Subscriber an option to purchase, for a period of 30 days, up to 2,100,000 additional common shares. The Company estimates that the net proceeds of the Offering will be approximately $25.6 millionis around
$29.6 million if the underwriter exercises its option to purchase additional common shares in full, in each case after deducting underwriting discounts and commissions and estimated offering costs. The Offering is expected to close on October 31, 2022subject to customary closing conditions.

The Underwriting Agreement contains the customary representations, warranties, covenants and covenants of the Company, the indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination clauses. The representations, warranties and covenants contained in the subscription agreement were made solely for the purposes of this agreement and as of specific dates, were solely for the benefit of the parties to this agreement and may be subject to any limitations agreed upon by the contracting parties.

A copy of the Underwriting Agreement is filed as Schedule 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to this exhibit. A copy of the notice of Cooley LLP as to the legality of the Common Shares to be issued and sold pursuant to the Offer and the related Consent is filed as Schedule 5.1 to this Current Report on Form 8-K.

Section 8.01 Other Events.

On October 26, 2022, the Company has issued a press release announcing the Offer price. A copy of the press release is filed herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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Item 9.01 Financial statements and supporting documents.

(d) Exhibits

Exhibit
Number       Exhibit Description

 1.1           Underwriting Agreement by and between Taysha Gene Therapies, Inc.
             and Goldman Sachs & Co. LLC, dated October 26, 2022.

 5.1           Opinion of Cooley LLP.

23.1           Consent of Cooley LLP (included in Exhibit 5.1).

99.1           Press Release, dated October 26, 2022.

104          Cover Page Interactive Data File (the cover page XBRL tags are
             embedded within the inline XBRL document).

Forward-looking statement

This report 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 regarding the Company’s planned public offering, including the uncertainties associated with the completion of the public offering under the terms 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 are not guarantees of future performance, and you are cautioned not to place undue reliance on such statements. forward-looking statements. The risks associated with the Company’s business are described in detail in its SECOND filings, including in the company’s annual report on Form 10-K for the fiscal year ended December 31, 2021and the company’s quarterly report on Form 10-Q for the quarter ended June 30, 2022both available on DRY website at www.sec.gov. Additional information will be made available in other documents filed by the Company from time to time with the SECOND. These risks may be amplified by the impacts of the COVID-19 pandemic. These forward-looking statements speak only as of the date hereof, and the Company disclaims any obligation to update these statements, except as required by law.

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