Roderick Wong/RTW Report Beneficial 9.99% Stake in Taysha (TSHA)

Rhea-AI Filing Summary

RTW Investments, LP and Roderick Wong report beneficial ownership of 25,183,287 shares of Taysha Gene Therapies, Inc., representing approximately 9.99% of the outstanding common stock. The reported holdings reflect shared voting and shared dispositive power over the 25.18 million shares and include warrants to purchase 161,703 shares that were counted at their maximum exercisable amount but which cannot be exercised to increase beneficial ownership above the 9.99% threshold. The filing states these shares are held by RTW-managed funds and that RTW Master Fund Ltd. has the right to receive dividends or sale proceeds for more than 5% of the class. The filing is submitted on a Schedule 13G amendment and characterizes the position as held in the ordinary course of business.

Positive

• Substantial disclosed holding: 25,183,287 shares (~9.99% of the class) indicates material economic exposure
• Warrants disclosed: Inclusion of 161,703 warrants in the ownership calculation while maintaining a capped beneficial ownership limit
• Clear fund-level reporting: Holdings are reported as held by RTW-managed funds, providing transparency on voting and disposition rights

Negative

• None.

Insights

Securities Analyst

TL;DR: RTW and Dr. Wong report a passive, substantial stake of 25.18M TSHA shares (~9.99%), including capped warrants.

The filing discloses that RTW Investments and Roderick Wong have shared voting and dispositive power over 25,183,287 shares, representing roughly 9.99% of Taysha's common stock based on the issuer's stated outstanding share count and assuming exercise of 161,703 warrants. As an amended Schedule 13G, the report indicates a non-control, passive investment posture while documenting economic exposure and voting alignment across RTW-managed funds. For capital markets, the key facts are the size of the stake, the inclusion of warrants at a capped level, and the identification of RTW Master Fund Ltd. as an entity with >5% economic interest.

Corporate Governance Expert

TL;DR: Large, shared fund ownership is material for governance but is reported as passive with shared voting/dispositive authority.

The report shows concentrated ownership at the fund level with shared control rights rather than sole control, which signals coordinated fund-level exposure rather than an individual controlling investor. The filing expressly limits warrant exercise to avoid exceeding 9.99% beneficial ownership, underscoring an intentional cap on influence. RTW's disclosure that RTW Master Fund Ltd. holds >5% economic rights is relevant for disclosure and proxy considerations. Overall, this is material ownership information but the Schedule 13G status indicates no declared intent to seek control.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/14/2025 - 08:10 AM Learn about SEC filing dates

FAQ

Who filed the Schedule 13G/A for TSHA?

RTW Investments, LP and Roderick Wong, M.D. filed the statement reporting beneficial ownership in Taysha Gene Therapies.

How many TSHA shares does RTW report owning?

The filing reports beneficial ownership of 25,183,287 shares of Taysha common stock.

What percentage of TSHA does the reported stake represent?

The reported position represents approximately 9.99% of the outstanding common stock, as presented in the filing.

Are warrants included in the ownership calculation?

Yes. The filing counts warrants to purchase 161,703 shares at their maximum exercisable amount, subject to the 9.99% cap.

Does the filing indicate shared or sole voting power over the shares?

The filing discloses shared voting power and shared dispositive power for the 25,183,287 shares.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

TAYSHA GENE THERAPIES, INC.

(Name of Issuer)

Common Stock, par value $0.00001 per share

(Title of Class of Securities)

877619106

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 877619106

1

Names of Reporting Persons

RTW Investments, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 25,183,287.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 25,183,287.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

25,183,287.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP No. 877619106

1

Names of Reporting Persons

Roderick Wong

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 25,183,287.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 25,183,287.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

25,183,287.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: TAYSHA GENE THERAPIES, INC.
(b)	Address of issuer's principal executive offices: 3000 PEGASUS PARK DRIVE, SUITE 1430, DALLAS, TX, 75247.
Item 2.
(a)	Name of person filing: This statement is filed by: (i) RTW Investments, LP ("RTW Investments"), a Delaware limited partnership and the investment adviser to certain funds (the "RTW Funds"), with respect to shares of Common Stock, par value $0.00001 per share (the "Shares") of Taysha Gene Therapies, Inc. (the "Company") directly held by the RTW Funds; and (ii) Roderick Wong, M.D. ("Dr. Wong"), the Managing Partner and Chief Investment Officer of RTW Investments, with respect to the Shares directly held by the RTW Funds. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, as amended, the beneficial owner of the Shares reported herein.
(b)	Address or principal business office or, if none, residence: The address of the business office of each of the Reporting Persons is 40 10th Avenue, Floor 7, New York, New York 10014.
(c)	Citizenship: RTW Investments is a Delaware limited partnership. Dr. Wong is a citizen of the United States.
(d)	Title of class of securities: Common Stock, par value $0.00001 per share
(e)	CUSIP No.: 877619106
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The information required by Item 4(a) is set forth in Rows 5 - 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The amounts reported herein assume the exercise of warrants held by the Reporting Persons to purchase 161,703 Shares (the "Warrants"), the maximum amount that may be exercised given the current number of outstanding shares and the shares held by the Reporting Persons. Pursuant to the terms of the Warrants, the Reporting Persons cannot exercise any of the Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 9.99% of the outstanding Shares. The percentages set forth in Row 11 of the cover pages are calculated based upon 251,923,257 Shares outstanding as of May 30, 2025 as reported in the Company's prospectus supplement dated May 28, 2025 filed with the Securities and Exchange Commission on May 29, 2025, and assume the exercise of Warrants held by the Reporting Persons to purchase 161,703 Shares.
(b)	Percent of class: RTW Investments: 9.99% Dr. Wong: 9.99%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: RTW Investments: 0 Dr. Wong: 0
	(ii) Shared power to vote or to direct the vote: RTW Investments: 25,183,287 Shares Dr. Wong: 25,183,287 Shares
	(iii) Sole power to dispose or to direct the disposition of: RTW Investments: 0 Dr. Wong: 0
	(iv) Shared power to dispose or to direct the disposition of: RTW Investments: 25,183,287 Shares Dr. Wong: 25,183,287 Shares
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. See Item 2. The RTW Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares reported herein. RTW Master Fund Ltd., an RTW Fund, has the right to receive or the power to direct the receipt of dividends or the proceeds from the sale of more than 5% of the Shares.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

RTW Investments, LP

Signature:	/s/ Roderick Wong, M.D.
Name/Title:	Roderick Wong, M.D., Managing Partner
Date:	08/14/2025

Roderick Wong

Signature:	s/ Roderick Wong, M.D.
Name/Title:	Roderick Wong, M.D.
Date:	08/14/2025