0000950170-25-072014.txt : 20250515 0000950170-25-072014.hdr.sgml : 20250515 20250515080013 ACCESSION NUMBER: 0000950170-25-072014 CONFORMED SUBMISSION TYPE: SCHEDULE 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20250515 DATE AS OF CHANGE: 20250515 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Taysha Gene Therapies, Inc. CENTRAL INDEX KEY: 0001806310 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] ORGANIZATION NAME: 03 Life Sciences EIN: 843199512 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-91724 FILM NUMBER: 25948801 BUSINESS ADDRESS: STREET 1: 3000 PEGASUS PARK DRIVE STREET 2: SUITE 1430 CITY: DALLAS STATE: TX ZIP: 75247 BUSINESS PHONE: (214) 612-0000 MAIL ADDRESS: STREET 1: 3000 PEGASUS PARK DRIVE STREET 2: SUITE 1430 CITY: DALLAS STATE: TX ZIP: 75247 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RTW INVESTMENTS, LP CENTRAL INDEX KEY: 0001493215 ORGANIZATION NAME: EIN: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13G/A BUSINESS ADDRESS: STREET 1: 40 10TH AVENUE STREET 2: 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 646-597-6980 MAIL ADDRESS: STREET 1: 40 10TH AVENUE STREET 2: 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 FORMER COMPANY: FORMER CONFORMED NAME: RTW INVESTMENTS, LLC DATE OF NAME CHANGE: 20100602 SCHEDULE 13G/A 1 primary_doc.xml SCHEDULE 13G/A 0000950170-25-020476 0001493215 XXXXXXXX LIVE 2 Common Stock, par value $0.00001 per share 03/31/2025 0001806310 Taysha Gene Therapies, Inc. 877619106 3000 Pegasus Park Drive Suite 1430 Dallas TX 75247 Rule 13d-1(b) RTW Investments, LP DE 0 20673307 0 20673307 20673307 N 9.99 PN IA Roderick Wong, M.D. X1 0 20673307 0 20673307 20673307 N 9.99 IN HC Taysha Gene Therapies, Inc. 3000 Pegasus Park Drive, Suite 1430, Dallas, TX 75247 This statement is filed by: (i) RTW Investments, LP ("RTW Investments"), a Delaware limited partnership and the investment adviser to certain funds (the "RTW Funds"), with respect to shares of Common Stock, par value $0.00001 per share (the "Shares") of Taysha Gene Therapies, Inc. (the "Company") directly held by the RTW Funds; and (ii) Roderick Wong, M.D. ("Dr. Wong"), the Managing Partner and Chief Investment Officer of RTW Investments, with respect to the Shares directly held by the RTW Funds. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, as amended, the beneficial owner of the Shares reported herein. The address of the business office of each of the Reporting Persons is 40 10th Avenue, Floor 7, New York, New York 10014. RTW Investments is a Delaware limited partnership. Dr. Wong is a citizen of the United States. N IA HC The information required by Item 4(a) is set forth in Rows 5 - 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The amounts reported herein assume the exercise of warrants held by the Reporting Persons to purchase 1,885,441 Shares (the "Warrants"), the maximum amount that may be exercised given the current number of outstanding shares and the shares held by the Reporting Persons. Pursuant to the terms of the Warrants, the Reporting Persons cannot exercise any of the Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 9.99% of the outstanding Shares. The percentages set forth in Row 11 of the cover pages are calculated based upon 205,054,570 Shares outstanding as of April 3, 2025 as reported in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 21, 2025, and assume the exercise of Warrants held by the Reporting Persons to purchase 1,885,441 Shares. RTW Investments: 9.99% Dr. Wong: 9.99 RTW Investments: 0 Dr. Wong: 0 RTW Investments: 20,673,307 Shares Dr. Wong: 20,673,307 Shares RTW Investments: 0 Dr. Wong: 0 RTW Investments: 20,673,307 Shares Dr. Wong: 20,673,307 Shares Y N See Item 2. The RTW Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares reported herein. RTW Master Fund Ltd., an RTW Fund, has the right to receive or the power to direct the receipt of dividends or the proceeds from the sale of more than 5% of the Shares. Y Y Y N By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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. RTW Investments, LP /s/ Roderick Wong, M.D. 05/15/2025 Roderick Wong, M.D. /s/ Roderick Wong, M.D. 05/15/2025