Twist Bioscience (Nasdaq: TWST) upsizes stock sale to $300M
Rhea-AI Filing Summary
Twist Bioscience Corporation entered into an underwriting agreement for a primary public offering of 3,125,000 shares of common stock at $96.00 per share, with underwriters granted a 30-day option for up to 468,750 additional shares, which has been exercised in full.
The transaction, conducted under Twist’s automatic shelf registration, is expected to generate approximately $327.1 million in net proceeds after underwriting discounts and expenses, with closing anticipated on August 6, 2026, subject to customary conditions. Twist plans to use the proceeds, together with existing cash, to fund research and development, expand manufacturing capacity, support product offerings, and for working capital and other general corporate purposes.
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8-K Event Classification
Key Figures
Key Terms
underwritten public offering financial
automatic shelf registration statement regulatory
preliminary prospectus supplement regulatory
book-running managers financial
forward-looking statements regulatory
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FAQ
What size equity offering is Twist Bioscience (TWST) conducting?
How much capital will Twist Bioscience (TWST) raise from this stock sale?
At what price did Twist Bioscience (TWST) price its August 2026 offering?
How will Twist Bioscience (TWST) use the proceeds from the equity offering?
When is the Twist Bioscience (TWST) stock offering expected to close?
Under what registration has Twist Bioscience (TWST) registered this offering?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I. R. S. Employer Identification No.) |
(Address of principal executive offices, including ZIP code)
(
(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:
| 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 | ||
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 1.01 | Entry into a Material Definitive Agreement. |
On August 4, 2026, Twist Bioscience Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, William Blair & Company, L.L.C., Leerink Partners LLC, and Guggenheim Securities, LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), pursuant to which the Company agreed to issue and sell 3,125,000 shares of its common stock to the Underwriters (the “Offering”). The Shares will be sold to the Underwriters at a public offering price of $96.00 per share, less the underwriting discount and commissions. Under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 468,750 shares of its common stock. On August 5, 2026, the Underwriters exercised their option to purchase all 468,750 additional shares of common stock (the “Option Shares”) at a price per share of $96.00, less the underwriting discount and commissions.
The net proceeds to the Company from the Offering, including from the exercise of the Underwriters’ option to purchase the Option Shares in full, are expected to be approximately $327.1 million, after deducting underwriting discounts and commissions and estimated Offering expenses payable by the Company. The Offering is expected to close on or about August 6, 2026, subject to customary closing conditions.
The Offering is being made pursuant to the Company’s automatic shelf registration statement on Form S-3 (No. 333-296897) and the base prospectus included therein (the “Registration Statement”), which was filed with the Securities and Exchange Commission (the “SEC”) on June 18, 2026, and became automatically effective upon filing, the preliminary prospectus supplement, dated August 4, 2026, filed with the SEC pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the “Securities Act”), and the final prospectus supplement, dated August 4, 2026, filed with the SEC pursuant to Rule 424(b)(5) of the Securities Act.
The Underwriting Agreement contains customary representations and warranties, conditions to closing, market standoff provisions, termination provisions and indemnification obligations, including for liabilities under the Securities Act.
The Underwriting Agreement is attached hereto as an exhibit to provide interested persons with information regarding its terms, but is not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of the Underwriting Agreement as of specific dates indicated therein, were solely for the benefit of the parties to the Underwriting Agreement, and may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Underwriting Agreement.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement. A copy of the Underwriting Agreement is filed with this Current Report on Form 8-K as Exhibit 1.1 and is incorporated herein by reference.
A copy of the opinion and consent of Orrick, Herrington & Sutcliffe LLP relating to the validity of the shares issued in connection with the Offering is filed herewith as Exhibit 5.1 and Exhibit 23.1, respectively.
| Item 7.01 | Regulation FD Disclosure. |
On August 4, 2026, the Company issued a press release to announce a proposed offering of $250.0 million of shares pursuant to the Registration Statement (the “Offering Press Release”). A copy of the Offering Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On August 4, 2026, the Company also issued a press release to announce that it had priced an upsized $300.0 million offering (the “Pricing Press Release”). A copy of the Pricing Press Release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement, dated August 4, 2026, among Twist Bioscience Corporation and Goldman Sachs & Co. LLC, William Blair & Company, L.L.C., Leerink Partners LLC, and Guggenheim Securities, LLC. | |
| 5.1 | Opinion of Orrick, Herrington & Sutcliffe LLP | |
| 23.1 | Consent of Orrick, Herrington & Sutcliffe LLP (contained in Exhibit 5.1) | |
| 99.1 | Press release dated August 4, 2026, titled “Twist Bioscience Announces Proposed Public Offering of $250.0 Million of Common Stock” | |
| 99.2 | Press release dated August 4, 2026, titled “Twist Bioscience Announces Pricing of Upsized $300.0 Million Public Offering of Common Stock” | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
Forward Looking Statements
This report contains forward-looking statements. All statements other than statements of historical facts contained herein are forward-looking statements reflecting the current beliefs and expectations of management made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to, the anticipated closing of the Offering and the amount of net proceeds expected from the Offering. Forward-looking statements involve known and unknown risks, uncertainties, and other important factors that may cause the Company’s actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. For a description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to the Company’s business in general, see the Company’s risk factors set forth in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on November 17, 2025. Any forward-looking statements contained in this report speak only as of the date hereof, and the Company specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: August 5, 2026 | Twist Bioscience Corporation |
| /s/ Judy Yan | |
| Judy Yan | |
| Assistant General Counsel and Assistant Secretary |
Exhibit 99.1
Twist Bioscience Announces Proposed Public Offering of $250.0 Million of Common Stock
SOUTH SAN FRANCISCO, Calif. – August 4, 2026 – Twist Bioscience Corporation (Nasdaq: TWST) (“Twist”), a mid-cap growth and value biotech company, today announced the commencement of an underwritten public offering of $250.0 million of shares of its common stock. In addition, Twist intends to grant the underwriters a 30-day option to purchase up to an additional $37.5 million of shares of its common stock. All of the shares of common stock to be sold in the proposed offering are being offered by Twist.The proposed offering is subject to market and other conditions, and there can be no assurance as to whether or when the proposed offering may be completed, or as to the actual size or terms of the proposed offering.
Twist intends to use the net proceeds from the proposed offering, together with its existing cash, cash equivalents and marketable securities, to fund research and development investments, expansion of manufacturing capacity, product offerings and the remainder for working capital and other general corporate purposes.
Goldman Sachs & Co. LLC, William Blair, Leerink Partners and Guggenheim Securities are acting as joint book-running managers for the proposed offering.
The securities described above are being offered by Twist pursuant to an automatic shelf registration statement on Form S-3 that was filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 18, 2026 and became effective upon filing. Electronic copies of the preliminary prospectus supplement and accompanying prospectus will also be available on the website of the SEC at http://www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus relating to these securities may also be obtained by request from Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, by telephone at (866) 471-2526, or by email at Prospectus-ny@ny.email.gs.com; William Blair & Company, L.L.C., Attention: Prospectus Department, 150 North Riverside Plaza, Chicago, IL 60606, by telephone at (800) 621-0687, or by email at prospectus@williamblair.com; Leerink Partners LLC, Attention: Syndicate Department, 53 State Street, 40th Floor, Boston, MA 02109, by telephone at (800) 808-7525, ext. 6105, or by email at syndicate@leerink.com; or Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330 Madison Avenue, 8th Floor, New York, NY 10017, by telephone at (212) 518-9544, or by email at GSEquityProspectusDelivery@guggenheimpartners.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Twist Bioscience Corporation
At Twist Bioscience, our customizable solutions across the biological continuum raise the bar in diagnostics, therapeutics, industrial, agriculture and research markets.
We drive innovation with confidence, without compromise. Whether delivering oligos, genes, proteins, libraries, characterization data, antibody discovery solutions, or NGS workflow tools, our scientific expertise and exceptional customer experience help navigate complex challenges, all with precision and at the scale and speed customers require. By enhancing R&D efficiency at every turn, we give scientists more shots on goal – more experiments, more iterations, more chances for remarkable discoveries.
Together, we stand with customers in the relentless pursuit of progress, backed by enterprise reliability, to shape a healthier and more sustainable future for all.
Legal Notice Regarding Forward-Looking Statements
This press release contains forward-looking statements. All statements other than statements of historical facts contained herein, including without limitation statements regarding the offer and sale of shares, the terms of the proposed offering, the expected use of proceeds to be received by it in the proposed offering, and the grant of the option to purchase additional shares are forward-looking statements reflecting the current beliefs and expectations of management made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties, and other important factors that may cause Twist Bioscience’s actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. Such risks and uncertainties include, among others, the risks and uncertainties set forth in Twist Bioscience’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on November 17, 2025, the preliminary prospectus supplement related to the proposed offering and subsequent filings with the SEC. Any of these risks and uncertainties could materially and adversely affect Twist Bioscience’s results of operations, which would, in turn, have a significant and adverse impact on Twist Bioscience’s stock price. Any forward-looking statements contained in this press release speak only as of the date hereof, and Twist Bioscience specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.
CONTACTS:
For Investors:
Angela Bitting
SVP, Corporate Affairs
925-202-6211
abitting@twistbioscience.com
For Media:
Amanda Houlihan
Communications Manager
774-265-5334
ahoulihan@twistbioscience.com
Exhibit 99.2
Twist Bioscience Announces Pricing of Upsized $300.0 Million Public Offering of Common Stock
SOUTH SAN FRANCISCO, Calif. – August 4, 2026 – Twist Bioscience Corporation (Nasdaq: TWST) (“Twist”), a mid-cap growth and value biotech company, today announced the pricing of an upsized underwritten public offering of 3,125,000 shares of its common stock at a price to the public of $96.00 per share. All of the shares of common stock to be sold in the public offering are to be sold by Twist. The gross proceeds to Twist from the offering, before deducting the underwriting discounts and commissions and other offering expenses, are expected to be $300.0 million. In addition, Twist has granted the underwriters a 30-day option to purchase up to an additional 468,750 shares of common stock at the public offering price, less underwriting discounts and commissions. The offering is expected to close on August 6, 2026, subject to the satisfaction of customary closing conditions.
Twist intends to use the net proceeds from the offering, together with its existing cash, cash equivalents and marketable securities, to fund research and development investments, expansion of manufacturing capacity, product offerings and the remainder for working capital and other general corporate purposes.
Goldman Sachs & Co. LLC, William Blair, Leerink Partners and Guggenheim Securities are acting as joint book-running managers for the offering.
The securities described above are being offered by Twist pursuant to an automatic shelf registration statement on Form S-3 that was filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 18, 2026 and automatically became effective upon filing. A preliminary prospectus supplement relating to this offering has been filed with the SEC and a final prospectus supplement relating to this offering will be filed with the SEC. The offering may be made only by means of a prospectus supplement and accompanying prospectus. Electronic copies of the final prospectus supplement and accompanying prospectus will also be available on the website of the SEC at http://www.sec.gov. When available, copies of the final prospectus supplement and the accompanying prospectus relating to the offering may also be obtained by request from Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, by telephone at (866) 471-2526, or by email at Prospectus-ny@ny.email.gs.com; William Blair & Company, L.L.C., Attention: Prospectus Department, 150 North Riverside Plaza, Chicago, IL 60606, by telephone at (800) 621-0687, or by email at prospectus@williamblair.com; Leerink Partners LLC, Attention: Syndicate Department, 53 State Street, 40th Floor, Boston, MA 02109, by telephone at (800) 808-7525, ext. 6105, or by email at syndicate@leerink.com; or Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330 Madison Avenue, 8th Floor, New York, NY 10017, by telephone at (212) 518-9544, or by email at GSEquityProspectusDelivery@guggenheimpartners.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any offer, solicitation, or sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Twist Bioscience Corporation
At Twist Bioscience, our customizable solutions across the biological continuum raise the bar in diagnostics, therapeutics, industrial, agriculture and research markets.
We drive innovation with confidence, without compromise. Whether delivering oligos, genes, proteins, libraries, characterization data, antibody discovery solutions, or NGS workflow tools, our scientific expertise and exceptional customer experience help navigate complex challenges, all with precision and at the scale and speed customers require. By enhancing R&D efficiency at every turn, we give scientists more shots on goal – more experiments, more iterations, more chances for remarkable discoveries.
Together, we stand with customers in the relentless pursuit of progress, backed by enterprise reliability, to shape a healthier and more sustainable future for all.
Legal Notice Regarding Forward-Looking Statements
This press release contains forward-looking statements. All statements other than statements of historical facts contained herein, including without limitation statements regarding expected net proceeds to be received by Twist in the offering, expected use of proceeds by Twist, and the timing of the closing of the offering, are forward-looking statements reflecting the current beliefs and expectations of management made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties, and other important factors that may cause Twist Bioscience’s actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. Such risks and uncertainties include, among others, the risks and uncertainties set forth in Twist Bioscience’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on November 17, 2025, the preliminary prospectus supplement related to the offering and subsequent filings with the SEC. Any of these risks and uncertainties could materially and adversely affect Twist Bioscience’s results of operations, which would, in turn, have a significant and adverse impact on Twist Bioscience’s stock price. Any forward-looking statements contained in this press release speak only as of the date hereof, and Twist Bioscience specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.
CONTACTS:
For Investors:
Angela Bitting
SVP, Corporate Affairs
925-202-6211
abitting@twistbioscience.com
For Media:
Amanda Houlihan
Communications Manager
774-265-5334
ahoulihan@twistbioscience.com