0001415889-25-022033.txt : 20250814 0001415889-25-022033.hdr.sgml : 20250814 20250814181155 ACCESSION NUMBER: 0001415889-25-022033 CONFORMED SUBMISSION TYPE: SCHEDULE 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20250814 DATE AS OF CHANGE: 20250814 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: 251221574 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: RA CAPITAL MANAGEMENT, L.P. CENTRAL INDEX KEY: 0001346824 ORGANIZATION NAME: EIN: 830406777 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13G/A BUSINESS ADDRESS: STREET 1: 200 BERKELEY STREET, 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-778-2500 MAIL ADDRESS: STREET 1: 200 BERKELEY STREET, 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 FORMER COMPANY: FORMER CONFORMED NAME: RA CAPITAL MANAGEMENT, LLC DATE OF NAME CHANGE: 20051213 SCHEDULE 13G/A 1 primary_doc.xml SCHEDULE 13G/A 0001104659-23-095393 0001346824 XXXXXXXX LIVE 3 Common Stock, $0.00001 par value per share 06/30/2025 0001806310 TAYSHA GENE THERAPIES, INC. 877619106 3000 PEGASUS PARK DRIVE SUITE 1430 DALLAS TX 75247 Rule 13d-1(c) RA Capital Management, L.P. DE 0.00 25345988.00 0.00 25345988.00 25345988.00 9.9 IA PN Peter Kolchinsky X1 0.00 25345988.00 0.00 25345988.00 25345988.00 9.9 HC IN Rajeev Shah X1 0.00 25345988.00 0.00 25345988.00 25345988.00 9.9 HC IN RA Capital Healthcare Fund, L.P. DE 0.00 25345988.00 0.00 25345988.00 25345988.00 9.9 PN TAYSHA GENE THERAPIES, INC. 3000 PEGASUS PARK DRIVE, SUITE 1430, DALLAS, TX, 75247. 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") The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G. The address of the principal business office of each of the Reporting Persons is: c/o RA Capital Management, L.P., 200 Berkeley Street, 18th Floor, Boston MA 02116 RA Capital and the Fund are Delaware limited partnerships. Dr. Kolchinsky and Mr. Shah are United States citizens. Y Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference. The Fund directly holds 23,555,648 shares of Common Stock and pre-funded warrants ("Pre-Funded Warrants") exercisable for up to 52,134,718 shares of Common Stock. The Pre-Funded Warrants contain a provision (the "Beneficial Ownership Blocker"), which precludes the exercise of the Pre-Funded Warrants to the extent that, following exercise, the Fund, together with its affiliates and other attribution parties, would own more than 9.99% of the Common Stock outstanding. The Fund is currently prohibited from exercising a portion of the Pre-Funded Warrants to the extent that such exercise would result in beneficial ownership of more than 25,345,988 shares of Common Stock. RA Capital Healthcare Fund GP, LLC is the general partner of the Fund. The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the controlling persons. RA Capital serves as investment adviser for the Fund and may be deemed a beneficial owner, for purposes of Section 13(d) of the Act, of any securities of the Issuer held by the Fund. The Fund has delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in the Fund's portfolio, including the shares of the Issuer's Common Stock reported herein. Because the Fund has divested voting and investment power over the reported securities it holds and may not revoke that delegation on less than 61 days' notice, the Fund disclaims beneficial ownership of the securities it holds for purposes of Section 13(d) of the Act. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial owners, for purposes of Section 13(d) of the Act, of any securities of the Issuer beneficially owned by RA Capital. RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of the securities reported in this Schedule 13G other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of this Schedule 13G shall not be deemed an admission that either RA Capital, Dr. Kolchinsky, or Mr. Shah is the beneficial owner of such securities for any other purpose. Due to the Beneficial Ownership Blocker listed in the Pre-Funded Warrants, each Reporting Person's beneficial ownership percentage was 9.99% as of June 30, 2025. Such percentage is based upon the sum of (i) 214,661,715 shares of the Issuer's Common Stock outstanding as of May 15, 2015, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on May 15, 2025, (ii) 46,868,687 shares of Common Stock that were sold by the Issuer in connection with its public offering as described in the Issuer's Prospectus Supplement filed with the SEC pursuant to Rule 424(b)(5) on May 28, 2025 and (iii) 1,790,340 shares of Common Stock issuable upon the exercise of the Pre-Funded Warrants. Due to field limitations of the EDGAR filing system, the percentages listed in Row 11 of the Reporting Persons' cover pages have been rounded down to 9.9%. Row 5 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference. Row 6 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference. Row 7 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference. Row 8 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference. Y Y Y Y Y N 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 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 1 to Schedule 13G/A filed on November 14, 2024) RA Capital Management, L.P. /s/ Peter Kolchinsky 08/14/2025 Peter Kolchinsky /s/ Peter Kolchinsky 08/14/2025 Rajeev Shah /s/ Rajeev Shah 08/14/2025 RA Capital Healthcare Fund, L.P. /s/ Peter Kolchinsky 08/14/2025