[SCHEDULE 13G] Taysha Gene Therapies, Inc. Passive Investment Disclosure (>5%)
Vestal Point discloses 5% stake in Taysha Gene
Vestal Point Capital, LP and Ryan Wilder reported passive ownership of 13,750,000 shares of Taysha Gene Therapies, Inc. common stock, equal to 5% of the class.
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Vestal Point Capital, LP and Ryan Wilder reported passive ownership of 13,750,000 shares of Taysha Gene Therapies, Inc. common stock, equal to 5% of the class. The stake is held through a fund and a managed account advised by Vestal Point Capital.
The ownership percentage is based on 273,915,373 shares of common stock outstanding as of November 4, 2025, as disclosed in Taysha’s Form 10-Q for the quarter ended September 30, 2025. The filers state the securities were acquired and are held in the ordinary course of business, not for the purpose of changing or influencing control of the company.
FAQ
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What stake in Taysha Gene Therapies (TSHA) does Vestal Point Capital report?
Vestal Point Capital and Ryan Wilder report beneficial ownership of 13,750,000 Taysha Gene Therapies common shares, representing 5% of the class. The shares are held through a fund and managed account they advise, based on 273,915,373 shares outstanding as of November 4, 2025.
Who are the reporting persons in this Taysha Gene Therapies (TSHA) Schedule 13G?
The reporting persons are Vestal Point Capital, LP and its Chief Investment Officer and Managing Partner, Ryan Wilder. Vestal Point Capital acts as investment adviser to a fund and a managed account that directly hold the Taysha Gene Therapies common stock reported.
How much of Taysha Gene Therapies’ (TSHA) voting power does Vestal Point Capital share?
Vestal Point Capital and Ryan Wilder report shared voting and shared dispositive power over 13,750,000 Taysha common shares. They list zero sole voting and sole dispositive power, indicating decisions are made jointly regarding these securities held by the Vestal Point fund and account.
On what date did Vestal Point Capital’s Taysha Gene Therapies (TSHA) ownership trigger this Schedule 13G?
The relevant date of the event requiring this Schedule 13G filing is December 31, 2025. Ownership is calculated using 273,915,373 Taysha common shares outstanding as of November 4, 2025, as reported in the company’s Form 10-Q filed that same day.
Does Vestal Point Capital seek control of Taysha Gene Therapies (TSHA) with this 5% stake?
The filers certify the Taysha shares were acquired and are held in the ordinary course of business, not to change or influence control. They state the holdings are not connected with any transaction intended to affect control, other than limited nomination-related activities allowed under regulations.
Who ultimately receives dividends or sale proceeds from Vestal Point Capital’s Taysha (TSHA) shares?
The Vestal Point fund and managed account have the right to receive dividends and sale proceeds from the Taysha shares. Vestal Point Capital and Ryan Wilder file as reporting persons because they advise these vehicles, which directly hold the common stock position reported.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Taysha Gene Therapies, Inc.
(Name of Issuer)
Common Stock, par value $0.00001 per share
(Title of Class of Securities)
877619106
(CUSIP Number)
12/31/2025
(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
Vestal Point Capital, 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
13,750,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
13,750,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
13,750,000.00
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)
5 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
877619106
1
Names of Reporting Persons
Ryan Wilder
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
13,750,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
13,750,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
13,750,000.00
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)
5 %
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, Texas 75247.
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) Vestal Point Capital, LP (the "Investment Manager"), a Delaware limited partnership, and the investment adviser to a certain fund and a managed account (the "Vestal Point Fund and Account"), with respect to the shares of common stock, par value $0.00001 per share (the "Common Stock"), of Taysha Gene Therapies, Inc. (the "Company") directly held by the Vestal Point Fund and Account; and
(ii) Mr. Ryan Wilder ("Mr. Wilder"), the Chief Investment Officer and Managing Partner of the Investment Manager and the Managing Member of Vestal Point Capital, LLC, the general partner of the Investment Manager, with respect to the shares of Common Stock directly held by the Vestal Point Fund and Account.
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, the beneficial owner of the securities 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 632 Broadway, Suite 602, New York, NY 10012.
(c)
Citizenship:
The Investment Manager is a Delaware limited partnership. Mr. Wilder 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 Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 273,915,373 shares of Common Stock outstanding as of November 4, 2025, as reported in the Company's Quarterly Report on the Form 10-Q for the quarterly period ended September 30, 2025, filed with the Securities and Exchange Commission on November 4, 2025.
(b)
Percent of class:
5%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
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(a). The Vestal Point Fund and Account have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock reported herein.
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.
Vestal Point Capital, LP
Signature:
/s/ Ryan Wilder
Name/Title:
By: Vestal Point Capital, LLC, General Partner, By: Ryan Wilder, Chief Investment Officer and Managing Partner
