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Commitments and Contingencies
9 Months Ended
Sep. 30, 2026
Commitments And Contingencies Disclosure [Abstract]  
Commitments and Contingencies

Note 13—Commitments and Contingencies

Litigation

From time to time, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities. The Company records a liability when a particular contingency is probable and estimable.

In January 2024 and April 2024, the Company was named as a nominal defendant in two putative stockholder derivative actions filed by stockholders of the Company in the Court of Chancery of the State of Delaware. The lawsuits have since been consolidated and a lead plaintiff has been appointed. In October 2024, the lead plaintiff filed an amended complaint asserting claims relating to the Company’s August 2023 Private Placement against (i) certain of the Company’s current and former directors and officers for breach of fiduciary duty and unjust enrichment; and (ii) certain participants in the Company’s August 2023 Private Placement for aiding and abetting breach of fiduciary duty and unjust enrichment. The amended complaint seeks an unspecified award of damages in the Company’s favor, plus pre-judgment and post-judgment interest, and an award to the plaintiffs for the costs and disbursement of the action, including fees for their attorneys and experts. The board of directors of the Company formed a special litigation committee to investigate the claims and allegations in the amended complaint. On March 3, 2026, the special litigation committee moved to terminate the action, stating its conclusion that dismissal is in the best interest of the Company and its stockholders. On April 1, 2026, the lead plaintiff filed a response stating that he does not oppose the motion to terminate the action.

The parties were heard by the Court in a September 16, 2026 teleconference in which the Court directed the Company to submit public notice in a filing with the U.S. Securities and Exchange Commission, (the “SEC”) that notifies stockholders that the Court has directed that if no stockholder files a written objection on the docket within 30 days from the date of the SEC filing, the Court intends to grant the motion to terminate.

If no stockholder files a written objection on the docket in the consolidated action (In re Taysha Gene Therapies, Inc. Stockholder Litigation, C.A. No. 2024-0073-BWD) within 30 days of this notice, the Court has indicated that it intends to grant the unopposed motion to terminate.

In connection with an investigation captioned In the Matter of Taysha Gene Therapies, Inc. (D-04192), Taysha and certain of its officers and directors received subpoenas in late 2024 from the SEC for materials relating to Taysha’s August 2023 PIPE and certain public offerings. Production of materials in response to the subpoenas was completed in April 2025. The SEC investigation was neither a determination that the Company or any individuals had violated any law nor a charge of any wrongdoing. In June 2026, the SEC notified the Company and each of the named officers and directors that it was terminating the investigation and did not intend to recommend any enforcement actions.

Commitments

In the normal course of business, the Company enters into contracts that contain a variety of indemnifications with its directors, officers, employees, licensors, suppliers and service providers. The Company’s maximum exposure under these arrangements is unknown at September 30, 2026. The Company does not anticipate recognizing any significant losses relating to these arrangements.