aibioTaysha Gene Therapies files $300,000,000 shelf with $100,000,000 ATM prospectus
Tickers TSHA
Taysha Gene Therapies filed a $300,000,000 shelf registration on December 13, 2024, with a $100,000,000 at-the-market sales agreement inside it. The company had sold $12,000,000 under its earlier agreement, and the stock's last reported price was $2.25.
Key facts
- Company
- Taysha Gene Therapies, Inc. (NASDAQ: TSHA)
- News type
- Financings
- Primary source
- Taysha Gene Therapies, Inc. S-3 (2024-12-13)
The shelf
Taysha Gene Therapies, Inc. (Nasdaq: TSHA) filed a Form S-3 shelf registration statement on December 13, 2024. The base prospectus covers up to $300,000,000 of common stock, preferred stock, debt securities and warrants, to be offered from time to time. Specific terms of any sale would be set out in a later prospectus supplement. The cover page lists Cooley LLP as counsel to receive copies, and the prospectus says Cooley LLP of New York will pass on the legal matters for the offering. The financial statements are audited by Deloitte & Touche LLP.
The sales agreement
The company's at-the-market prospectus covers up to $100,000,000 of common stock sold through a Sales Agreement dated October 5, 2021, as amended by Amendment No. 1 dated March 30, 2022. The sales agents are Goldman Sachs & Co. LLC, Wells Fargo Securities, LLC and Leerink Partners LLC. The agents are paid 3.0% of the gross proceeds of any shares they sell. Taysha agreed to reimburse up to $75,000 of the agents' outside legal expenses, and it estimates total offering expenses of about $200,000, excluding those commissions.
The $100,000,000 is part of the $300,000,000 base shelf. If the sales agreement ends, any unsold part can be used in other offerings under the base prospectus. The agreement itself is described as covering up to $150,000,000 of shares in total.
What has been sold
As of December 13, 2024, Taysha had sold $12,000,000 of common stock under the sales agreement, through the earlier registration statement. Shares with an aggregate offering price of up to $138,000,000 remained unsold under that prior prospectus. The filing says those shares will no longer be offered under the prior prospectus once the new one takes effect.
The number of shares outstanding after the offering is based on 204,943,306 shares as of September 30, 2024. The stock trades on the Nasdaq Global Select Market under TSHA. The last reported sale price on December 12, 2024 was $2.25 a share.
The filing also describes piggyback registration rights held by Astellas, which are subject to underwriter cutbacks. Under an April 2023 securities purchase agreement, the company agreed to register the resale of 705,218 shares sold to two affiliates of SSI Strategy Holdings LLC, plus 525,000 shares issuable on exercise of their warrants.
The business behind the filing
Taysha describes itself as a clinical-stage biotechnology company developing adeno-associated virus gene therapies for severe monogenic diseases of the central nervous system. Its lead program, TSHA-102, is in development for Rett syndrome, a rare neurodevelopmental disorder that the company says has no approved disease-modifying therapy.
TSHA-102 is being studied in the REVEAL Phase 1/2 trial in adolescent and adult females aged 12 years and older with Rett syndrome caused by a MECP2 loss-of-function mutation. A separate REVEAL Phase 1/2 trial is enrolling pediatric females. Both are open-label, randomized dose-escalation and dose-expansion studies, and each is designed to evaluate safety and preliminary efficacy. The filing describes the trial designs and their goals, not their results. TSHA-102 has Orphan Drug and Rare Pediatric Disease designations from the FDA, Fast Track designation and, since April 2024, Regenerative Medicine Advanced Therapy designation. In the United Kingdom it received an Innovative Licensing and Access Pathway designation in February 2024.
Dilution and use of proceeds
The S-3 incorporates the company's financial statements by reference and does not itself state a cash balance or net loss. It does give a net tangible book value of $88.8 million, or $0.43 a share, at September 30, 2024. Selling $100.0 million of stock at an assumed $2.25 a share would lift that to $185.6 million, or $0.74 a share, and leave new investors with immediate dilution of $1.51 a share. The company does not say how many shares it plans to sell under the agreement, or when. It intends to use net proceeds primarily for general corporate purposes, including clinical trial expenses, research and development and capital expenditures, and it warns that it has broad discretion over their use.
The agreement lets Taysha decide when, and how much, to sell, and the sales agents are paid on every share sold.