UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 2, 2025

Taysha Gene Therapies, Inc.

(Exact name of registrant as specified in its Charter)

Delaware

001-39536

84-3199512

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

3000 Pegasus Park Drive, Suite 1430

Dallas, Texas

75247

(Address of Principal Executive Offices)

(Zip Code)

(214) 612-0000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.00001 par value

TSHA

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 2, 2025, Taysha Gene Therapies, Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Amendment”) to increase the authorized number of shares of common stock from 400,000,000 to 700,000,000. The Amendment, which was filed with the Secretary of State of the State of Delaware on June 2, 2025, is filed as Exhibit 3.1 to this Current Report on Form 8-K.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the stockholders considered three proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 21, 2025. Of the 205,054,570 shares outstanding as of the record date, 179,615,275 shares, or approximately 87%, were present or represented by proxy at the Annual Meeting. Set forth below are the results of the matters submitted for a vote of stockholders at the Annual Meeting.

Proposal No. 1: Election of two nominees to serve as directors until the 2028 annual meeting of stockholders and until their respective successors are elected and qualified. The votes were cast as follows:


Name	Votes For	Votes Withheld
Phillip B. Donenberg, CPA	114,260,541	24,190,378
Sukumar Nagendran, M.D.	123,281,458	15,169,461

Broker Non-Votes: 41,164,356

Both nominees were elected.

Proposal No. 2: Ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2025. The votes were cast as follows:


	Votes For	Votes Against	Abstained
Ratification of appointment of Deloitte & Touche LLP	179,419,717	148,135	47,423

Broker Non-Votes: 0

Proposal No. 3: Approval of a proposed amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended to date, to increase the number of authorized shares of common stock from 400,000,000 to 700,000,000 shares. The votes were cast as follows:


	Votes For	Votes Against	Abstained
Approval of amendment to effectuate an authorized shares increase	171,348,017	8,177,868	89,390

Broker Non-Votes: 0

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number		Description

3.1		Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company.

104		Cover Page Interactive Data File (embedded with the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Taysha Gene Therapies, Inc.

Dated: June 3, 2025

/s/ Kamran Alam

Kamran Alam

Chief Financial Officer

Taysha Gene Therapies, Inc. 8-K