Item 5.03 Amendments to Articles of Incorporation or Bylaws
Amendment and Restatement of Certificate of Incorporation
On September 28, 2020, Taysha Gene Therapies, Inc., or the Company, filed an
Amended and Restated Certificate of Incorporation, or the Restated Certificate,
with the Secretary of State of the State of Delaware in connection with the
closing of the Company's initial public offering of its common stock, or the
IPO. The Company's board of directors and stockholders previously approved the
Restated Certificate to be effective upon the closing of the IPO. The Restated
Certificate is attached hereto as Exhibit 3.1 and is incorporated herein by
reference.
Amendment and Restatement of Bylaws
Effective as of September 28, 2020, the Company adopted Amended and Restated
Bylaws, or the Restated Bylaws, in connection with the closing of the IPO. The
Company's board of directors and stockholders previously approved the Restated
Bylaws to be effective upon the closing of the IPO. The Restated Bylaws are
attached hereto as Exhibit 3.2 and are incorporated herein by reference.
Please see the description of the Restated Certificate and the Restated Bylaws
in the section titled "Description of Capital Stock" in the final prospectus the
Company filed with the U.S. Securities and Exchange Commission on September 25,
2020 pursuant to Rule 424(b) under the Securities Act of 1933, as amended,
relating to the Registration Statement on Form S-1, as amended (File
No. 333-248559).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
3.1 Amended and Restated Certificate of Incorporation of the Registrant .
3.2(1) Amended and Restated Bylaws of the Registrant.
(1) Previously filed as Exhibit 3.4 to the Registrant's Registration Statement
on Form S-1, as amended (File No. 333-248559), filed with the U.S.
Securities and Exchange Commission on September 17, 2020, and incorporated
herein by reference.
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