Twist Bioscience (NASDAQ: TWST) plans $300M common stock sale
Twist Bioscience Corporation is conducting a primary offering of 3,125,000 shares of common stock at $96.00 per share, for gross proceeds of $300,000,000 and estimated net proceeds of $284.3 million after underwriting fees and expenses. Underwriters have a 30‑day option to buy up to 468,750 additional shares. Shares outstanding will be 65,799,150 after the offering, excluding the option.
Management plans to use the cash, together with existing resources, to fund research and development, expand manufacturing capacity, support product offerings, and for working capital and other general corporate purposes, with potential but uncommitted in‑licensing or acquisitions. For the quarter ended June 30, 2026, Twist reported $118.4 million in revenue, a $35.1 million net loss (or $0.56 per diluted share), and adjusted EBITDA of $(11.3) million.
The company estimates an immediate increase in net tangible book value from $5.60 to $9.65 per share, implying $86.35 per‑share dilution to new investors at the offering price. Existing equity plans and an unused $200.0 million at‑the‑market program represent additional potential future issuances.
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Filing Explained
The shares are priced and underwritten, with delivery scheduled for August 6; a 60-day lock-up limits many company and insider equity transfers.
As a Form 424(b)(5) prospectus supplement, this document states the final terms of a specific takedown from an effective registration statement.
The underwriters agreed, subject to conditions, to purchase the offered shares, and delivery is expected on or about
Twist Bioscience and its executive officers and directors agreed, subject to exceptions, not to offer, sell, transfer, hedge or register specified equity securities during the restricted period ending 60 days after the supplement date.
Exceptions include the offering, equity-plan awards and settlements, certain acquisitions or strategic issuances, and existing Rule 10b5-1 plans, which execute trades under pre-set terms. The named resolution points are delivery on or about
Key Figures
Key Terms
automatic shelf registration statement on Form S-3ASR regulatory
at-the-market program financial
net tangible book value financial
Adjusted EBITDA financial
Foreign Account Tax Compliance Act regulatory
Offering Details
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What is Twist Bioscience (TWST) offering in this 424B5 filing?
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Registration No. 333-296897
(To Prospectus dated June 18, 2026)
| | | |
Per
Share |
| |
Total
|
| ||||||
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Public offering price
|
| | | $ | 96.00 | | | | | $ | 300,000,000 | | |
|
Underwriting discounts and commissions(1)
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| | | $ | 4.80 | | | | | $ | 15,000,000 | | |
|
Proceeds, before expenses, to Twist Bioscience Corporation
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| | | $ | 91.20 | | | | | $ | 285,000,000 | | |
| |
Goldman Sachs & Co. LLC
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William Blair
|
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Leerink Partners
|
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Guggenheim Securities
|
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Page
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ABOUT THIS PROSPECTUS SUPPLEMENT
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| | | | S-1 | | |
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PROSPECTUS SUMMARY
|
| | | | S-3 | | |
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THE OFFERING
|
| | | | S-5 | | |
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RISK FACTORS
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| | | | S-7 | | |
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
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| | | | S-10 | | |
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USE OF PROCEEDS
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| | | | S-12 | | |
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DILUTION
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| | | | S-13 | | |
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DIVIDEND POLICY
|
| | | | S-15 | | |
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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS
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| | | | S-16 | | |
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UNDERWRITING
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| | | | S-20 | | |
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LEGAL MATTERS
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| | | | S-29 | | |
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EXPERTS
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| | | | S-29 | | |
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WHERE YOU CAN FIND MORE INFORMATION
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| | | | S-29 | | |
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
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| | | | S-30 | | |
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Page
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ABOUT THIS PROSPECTUS
|
| | | | 1 | | |
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PROSPECTUS SUMMARY
|
| | | | 2 | | |
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RISK FACTORS
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| | | | 4 | | |
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
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| | | | 5 | | |
|
USE OF PROCEEDS
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| | | | 7 | | |
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SELLING SECURITYHOLDERS
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| | | | 8 | | |
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DESCRIPTION OF OUR CAPITAL STOCK
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| | | | 9 | | |
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DESCRIPTION OF OUR DEBT SECURITIES
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| | | | 12 | | |
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DESCRIPTION OF OUR WARRANTS
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| | | | 13 | | |
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DESCRIPTION OF OUR UNITS
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| | | | 14 | | |
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PLAN OF DISTRIBUTION
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| | | | 15 | | |
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LEGAL MATTERS
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| | | | 17 | | |
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EXPERTS
|
| | | | 17 | | |
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WHERE YOU CAN FIND ADDITIONAL INFORMATION
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| | | | 17 | | |
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
|
| | | | 18 | | |
|
(In thousands)
|
| |
Three months
ended June 30, 2026 |
| |||
|
GAAP net (loss) income
|
| | | $ | (35,051) | | |
| Add (Deduct) adjustments: | | | | | | | |
|
Interest income
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| | | $ | (1,500) | | |
|
Income tax expense
|
| | | | 311 | | |
|
Depreciation and amortization
|
| | | | 6,778 | | |
|
EBITDA
|
| | | $ | (29,462) | | |
| Add (Deduct) adjustments: | | | | | | | |
|
Other (income) expense, net
|
| | | | (40) | | |
|
Stock-based compensation expense
|
| | | | 18,176 | | |
|
Adjusted EBITDA
|
| | | $ | (11,326) | | |
offering
| |
Public offering price per share
|
| | | | | | | | | $ | 96.00 | | |
| |
Unaudited net tangible book value per share of our common stock as of June 30, 2026
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| | | $ | 5.60 | | | | | | | | |
| |
Increase in unaudited net tangible book value per share of our common stock attributable to investors in this offering
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| | | $ | 4.06 | | | | | | | | |
| |
As adjusted unaudited pro forma net tangible book value per share as of June 30, 2026, immediately after this offering
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| | | | | | | | | $ | 9.65 | | |
| |
Dilution per share to new investors participating in this offering
|
| | | | | | | | | $ | 86.35 | | |
|
Underwriter
|
| |
Number of Shares
|
| |||
|
Goldman Sachs & Co. LLC
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| | | | 1,406,250 | | |
|
William Blair & Company, L.L.C.
|
| | | | 625,000 | | |
|
Leerink Partners LLC
|
| | | | 625,000 | | |
|
Guggenheim Securities, LLC
|
| | | | 468,750 | | |
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Total
|
| | | | 3,125,000 | | |
| | | |
No Exercise
|
| |
Full Exercise
|
| ||||||
|
Per Share
|
| | | $ | 4.80 | | | | | $ | 4.80 | | |
|
Total
|
| | | $ | 15,000,000 | | | | | $ | 17,250,000 | | |
681 Gateway Blvd.
South San Francisco, CA 94080
Telephone: (800) 719-0671
Preferred Stock
Debt Securities
Warrants
Units
| | | |
Page
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ABOUT THIS PROSPECTUS
|
| | | | 1 | | |
|
PROSPECTUS SUMMARY
|
| | | | 2 | | |
|
RISK FACTORS
|
| | | | 4 | | |
|
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
|
| | | | 5 | | |
|
USE OF PROCEEDS
|
| | | | 7 | | |
|
SELLING SECURITYHOLDERS
|
| | | | 8 | | |
|
DESCRIPTION OF OUR CAPITAL STOCK
|
| | | | 9 | | |
|
DESCRIPTION OF OUR DEBT SECURITIES
|
| | | | 12 | | |
|
DESCRIPTION OF OUR WARRANTS
|
| | | | 13 | | |
|
DESCRIPTION OF OUR UNITS
|
| | | | 14 | | |
|
PLAN OF DISTRIBUTION
|
| | | | 15 | | |
|
LEGAL MATTERS
|
| | | | 17 | | |
|
EXPERTS
|
| | | | 17 | | |
|
WHERE YOU CAN FIND ADDITIONAL INFORMATION
|
| | | | 17 | | |
|
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
|
| | | | 18 | | |
681 Gateway Blvd.
South San Francisco, CA 94080
Telephone: (800) 719-0671
| |
Goldman Sachs & Co. LLC
|
| |
William Blair
|
| |
Leerink Partners
|
| |
Guggenheim Securities
|
|