Taysha Gene Therapies Inc美股招股说明书(2026-06-25版)

32,500,001 Shares of Common StockPre-Funded Warrants to Purchase up to 833,333 Shares of Common Stock We are offering 32,500,001 shares of our common stock, par value $0.00001 per share, or the common stock, and, in lieu of common stock to certain investors that sochoose, pre-funded warrants to purchase up to 833,333 shares of our common stock. The purchase price of each pre-funded warrant will equal the price per share atwhich shares of our common stock are being sold to the public in this offering, minus $0.001, the exercise price of each pre-funded warrant. Each pre-funded warrantwill be immediately exercisable for one share of common stock, subject to the limitations described in the section “Description of the Pre-Funded Warrants—Exercisability.” The public offering price for each share of common stock is $6.00. We are also offering the shares of our common stock that are issuable from time totime upon exercise of the pre-funded warrants. Our common stock is listed on The Nasdaq Global Select Market under the symbol “TSHA.” The last reported sale price of our common stock on The Nasdaq GlobalSelect Market on June24, 2026 was $6.94 per share. There is no established public trading market for the pre-funded warrants, and we do not expect a market todevelop. We do not intend to apply for listing of the pre-funded warrants on The Nasdaq Global Select Market or any securities exchange or nationally recognized tradingsystem. Without an active trading market, the liquidity of the pre-funded warrants will be limited. See “Prospectus Supplement Summary—Implications of Being a Smaller Reporting Company.” Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page S-17 of this prospectussupplement, page 8 of the accompanying prospectus and under similar headings in the documents incorporated by reference intothis prospectus supplement and the accompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined ifthis prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. (1)See “Underwriting” for a description of the compensation payable to the underwriters. We have granted the underwriters an option for a period of 30 days to purchase up to 5,000,000 additional shares of our common stock at the initial price to the publicless the underwriting discount. The underwriters expect to deliver the shares and pre-funded warrants against payment in New York, New York on June26, 2026. Lead Manager Baird Prospectus Supplement dated June24, 2026 TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSUSE OF PROCEEDSDILUTIONDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF THE PRE-FUNDED WARRANTSMATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCESUNDERWRITINGLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE ABOUT THIS PROSPECTUSPROSPECTUS SUMMARYRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS USE 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 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement is part of an automatic “shelf” registration statement on Form S-3ASR (File No.333-291244) that we filed with theSecurities and Exchange Commission, or the SEC, on November4, 2025, and which became automatically effective upon filing, as a “well-knownseasoned issuer” as defined in Rule 405 under the Securities Act of 1933, as amended, or the Securities Act, using an automatic “shelf” registrationprocess. This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of common stockand pre-funded warrants and also adds to and updates information contained in the accompanying prospectus and the documents incorporated byreference herein. The second part, the accompanying prospectus, provides more general information. Generally, when we refer to this prospectus, we arereferring 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 or incorporated by reference in the accompanying prospectus. Before buying any of the shares of common stock and pre-funded warrants offered hereby, we urge you to read carefully this prospectus supplement andthe accompanying prospectus, together with the information incorporated herein by reference as described below under the heading “Incorporation ofCertain Information by Reference.” These documents contain import