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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported)
February 11, 2026
Twist Bioscience Corporation
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-38720 |
|
46-2058888 |
|
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I. R. S. Employer
Identification No.) |
681 Gateway Boulevard
South San Francisco, CA 94080
(Address of principal executive offices, including
ZIP code)
(800) 719-0671
(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 |
| Common Stock |
|
TWST |
|
The Nasdaq Global Select Market |
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 3.02 | Unregistered Sales of Equity Securities. |
The information set forth under Item 8.01 is incorporated into this
Item 3.02 by reference.
The shares to be issued as described below in Item 8.01 will be issued
in transactions not involving any public offering in reliance upon an exemption from registration provided by Section 4(a)(2) of the
Securities Act of 1933, as amended.
Pursuant to Stock Purchase Agreements entered into with certain investors
on February 11, 2026 (the “Stock Purchase Agreements”), Twist Bioscience Corporation (the “Company” or “Twist”)
will issue up to an aggregate of 632,328 shares (the “Shares”) of its common stock, par value $0.00001 per share (the “Common
Stock”). Of the Shares, the Company will issue up to 324,558 shares of Common Stock to Invenra Inc. (“Invenra”) and
pay $5 million in cash in consideration for a license agreement with Invenra and the transfer of certain technology from Invenra. In
addition, the Company will issue up to an aggregate of 307,770 shares of Common Stock to two investors of Invenra in consideration for
Invenra preferred stock for an approximately 6% ownership position in Invenra. The Company will also have the right to designate one
director to the Invenra board of directors (the “Invenra Board”), and the members of the Invenra Board (including the Twist
designee) also have the right, pursuant to a voting agreement, to approve two additional directors.
Concurrently with the entry into the Stock Purchase Agreements, the
Company entered into Registration Rights Agreements (the “Registration Rights Agreements”) with the investors. A form of
the Registration Rights Agreement is filed as Exhibit 4.1 to this Current Report on Form 8-K (this “Current Report”).
Pursuant to the Registration Rights Agreements, the Company is filing
a prospectus supplement to register the resale of the Shares. An opinion of Orrick, Herrington & Sutcliffe LLP is filed as Exhibit
5.1 to this Current Report in connection with the registration of the resale of the Shares.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit
No. |
Description |
| 4.1 |
Form
of Registration Rights Agreement |
| 5.1 |
Opinion
of Orrick, Herrington & Sutcliffe LLP |
| 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, shares of Company common stock to be issued in the future pursuant to the Stock Purchase Agreements. Forward-looking statements involve
known and unknown risks, uncertainties, and other important factors that may cause Twist’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 ability to attract new customers and retain and grow sales from existing customers;
the ability of Twist to achieve sufficient revenue to achieve or maintain positive cash flow from operations or profitability in any
given period; risks and uncertainties of rapidly changing technologies and extensive competition in synthetic biology that could make
the products Twist is developing obsolete or non-competitive; the ability to integrate and leverage artificial intelligence and machine
learning technologies to improve operational efficiency, product development, and customer solutions; the ability to expand DNA synthesis
manufacturing capacity; dependence on one supplier for a critical component; dependence on key personnel; additional regulations that
could increase Twist’s costs and delay commercialization efforts; changes in U.S. trade policies and other trade actions that could
result in increased costs and supply chain disruptions; risks associated with the spin out of Atlas Data Storage; the ability to maintain
and enforce intellectual property protection; uncertainty as to economic and market conditions and the impact of adverse economic conditions;
and the ability to obtain financing when necessary. 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 Twist’s business in general, see
Twist’s risk factors set forth in Twist’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 Twist 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:
February 17, 2026 |
Twist
Bioscience Corporation |
| |
|
| |
/s/
Judy Yan |
| |
Judy
Yan |
| |
Assistant
General Counsel and Assistant Secretary |
