Taysha Gene Therapies Inc美股招股说明书(2025-05-28版)

We are offeringshares of our common stock, par value $0.00001 per share, or the common stock and, in lieu of common stock to certaininvestors that so choose,pre-fundedwarrants to purchase up toshares of our common stock. The purchase price of eachpre-fundedwarrant will equal the price per share at which shares of our common stock are being sold to the public in this offering, minus $0.001, the exerciseprice of eachpre-fundedwarrant. Eachpre-fundedwarrant will be immediately exercisable for one share of common stock, subject to thelimitations described in the section “Description of thePre-FundedWarrants—Exercisability.” The public offering price for each share of commonstock is $. We are also offering the shares of our common stock that are issuable from time to time upon exercise of thepre-fundedwarrants. Our common stock is listed on The Nasdaq Global Select Market under the symbol “TSHA.” The last reported sale price of our common stock onThe Nasdaq Global Select Market on May27, 2025 was $2.605 per share. There is no established public trading market for thepre-fundedwarrants,and we do not expect a market to develop. We do not intend to apply for listing of thepre-fundedwarrants on The Nasdaq Global Select Market orany securities exchange or nationally recognized trading system. Without an active trading market, the liquidity of thepre-fundedwarrants will belimited. We are an “emerging growth company” and a “smaller reporting company” under applicable Securities and Exchange Commission rules and aresubject to reduced public company reporting requirements. See “Prospectus Supplement Summary—Implications of Being an Emerging Growth Company and a Smaller Reporting Company.” Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on pageS-14of this prospectussupplement, page6 of the accompanying prospectus and under similar headings in the documents incorporated by referenceinto this prospectus supplement and the accompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is acriminal offense. (1)See “Underwriting” for a description of the compensation payable to the underwriters. We intend to grant the underwriters an option for a period of 30 days to purchase up toprice to the public less the underwriting discount. The underwriters expect to deliver the shares andpre-fundedwarrants against payment in New York, New York on May, 2025. Jefferies Barclays Table of Contents TABLE OF CONTENTSPROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSUSE OF PROCEEDSDILUTIONDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF THEPRE-FUNDEDWARRANTSMATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCESUNDERWRITINGLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE PROSPECTUS ABOUT THIS PROSPECTUSPROSPECTUS SUMMARYRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF WARRANTSLEGAL OWNERSHIP OF SECURITIESPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement is part of a “shelf” registration statement on FormS-3(FileNo.333-283801)that we filed with the Securities and ExchangeCommission, or the SEC, on December13, 2024, which was declared effective on December20, 2024. This document is in two parts. The first part isthis prospectus supplement, which describes the specific terms of this offering of common stock andpre-fundedwarrants and also adds to and updatesinformation contained in the accompanying prospectus and the documents incorporated by reference herein. The second part, the accompanyingprospectus, provides more general information. Generally, when we refer to this prospectus, we are referring to both parts of this document combined.The information included or incorporated by reference in this prospectus supplement also adds to, updates and changes information contained orincorporated by reference in the accompanying prospectus. Before buying any of the shares of common stock offered hereby, we urge you to read carefully this prospectus supplement and the accompanyingprospectus, together with the information incorporated herein by reference as described below under the heading “Incorporation of Certain Informationby Reference.” These documents contain important information that you should consider when making your investment decision. To the extent there is aconflict between the information contained in this prospectus supplement and the information contained in th